<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                For the quarterly period ended SEPTEMBER 30, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
             For the transition period from ________ to ___________

                        Commission File No.: 33-55254-447


                          TOUCHTUNES MUSIC CORPORATION
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)


<TABLE>
   <S>                                             <C>
              NEVADA                                     87-0485304
              ------                                     ----------
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                 Identification Number)
</TABLE>


                              1800 E. SAHARA AVENUE
                                    SUITE 107
                             LAS VEGAS, NEVADA 89104
                             -----------------------
                    (Address of principal executive offices)

                                 (702) 792 -7405
                                 ---------------
                           (Issuer's telephone number)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF NOVEMBER 19, 2003, 14,758,644
SHARES OF CLASS A VOTING COMMON STOCK WERE OUTSTANDING.

Transitional Small Business Disclosure Format (check one): Yes      No  X
                                                               ---     ---

<PAGE>




                          TOUCHTUNES MUSIC CORPORATION

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                     PAGE
<S>     <C>                                                                                          <C>
PART I - FINANCIAL INFORMATION:

Item 1. Consolidated Balance Sheets (unaudited) as at September 30, 2003
        and December 31, 2002.......................................................................    2

        Consolidated Statements of Operations and Comprehensive Loss (unaudited)
        for the three-month and nine-month periods ended September 30, 2003 and 2002................    3

        Consolidated Statements of Cash Flows (unaudited) for the three-month and nine-month periods
        ended September 30, 2003 and 2002...........................................................    4

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations...................................................................   14

Item 3. Controls and Procedures ....................................................................   20



PART II - OTHER INFORMATION:

Item 1. Legal Proceedings............................................................................  21

Item 3. Defaults Upon Senior Securities..............................................................  21

Item 6. Exhibits and Reports on Form 8-K.............................................................  21

Signatures...........................................................................................  22

Certifications.......................................................................................  23
</TABLE>



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

The accompanying unaudited financial statements for the quarter ended September
30, 2003 have been prepared in accordance with the instructions to Form 10-QSB
and, therefore, do not include all information and notes 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 United States. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended September 30, 2003 are not necessarily indicative of the results that can
be expected for the fiscal year ending December 31, 2003. For further
information, refer to the financial statements and the notes thereto included in
the Annual Report for TouchTunes Music Corporation (the "Company") on Form
10-KSB, as amended, for the fiscal year ended December 31, 2002. Note that all
dollar amounts set forth in this quarterly report on Form 10-QSB are in United
States dollars, except where otherwise indicated, and references herein to
"dollars" or "$" are to United States dollars and references to "CDN" are to
Canadian dollars.


                          TOUCHTUNES MUSIC CORPORATION
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2003

                           CONSOLIDATED BALANCE SHEETS
                                   [NOTE 2]

<TABLE>
<CAPTION>
      [In U.S. dollars]                                                             AS AT                    As at
                                                                       SEPTEMBER 30, 2003        December 31, 2002
                                                                                        $                        $
      ------------------------------------------------------------------------------------------------------------
                                                                              (UNAUDITED)                  (Note*)
      <S>                                                              <C>                       <C>
      ASSETS (note 5)
      CURRENT
      Cash and cash equivalents                                                   294,064                1,458,094
      Trade accounts receivable                                                 6,361,067                5,264,655
      Other receivables                                                           369,692                  159,474
      Prepaid expenses and deposits                                               823,448                  968,911
      Inventory                                                                 2,823,204                2,661,591
      Current portion of investment in sales-type leases                        1,110,240                1,390,217
      ------------------------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                     11,781,715               11,902,942
      ------------------------------------------------------------------------------------------------------------

      Investment in sales-type leases                                           1,154,278                2,869,020
      Property, plant and equipment, net                                        1,777,088                2,456,990
      Intangibles, net                                                            488,668                  555,909
      Other assets                                                                848,130                  869,735
      ------------------------------------------------------------------------------------------------------------
                                                                               16,049,879               18,654,596
      ------------------------------------------------------------- ---------------------- ------------------------
      ------------------------------------------------------------- ---------------------- ------------------------
</TABLE>


* Note: The balance sheet as at December 31, 2002 has been derived from the
audited financial statements at that date but does not include all of the
information and notes required by generally accepted accounting principles in
the United States for complete financial statements.


                                       1
<PAGE>


     TOUCHTUNES MUSIC CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                    [CONT'D]
                                    [NOTE 2]

<TABLE>
<CAPTION>
                                                                                        AS AT                  As at
                                                                           SEPTEMBER 30, 2003      December 31, 2002
                                                                                            $                      $
     ---------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)                (Note*)
     <S>                                                                   <C>                     <C>
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
     CURRENT LIABILITIES
     Bank indebtedness (note 5)                                                       850,000              1,000,000
     Accounts payable and accrued liabilities                                       5,775,056              5,226,022
     Current portion of long-term debt (note 5)                                     1,153,663              1,945,350
     Current portion of capital lease obligations                                          --                 46,183
     ---------------------------------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                                                      7,778,719              8,217,555
     ---------------------------------------------------------------------------------------------------------------

     Long-term debt (note 5)                                                               --                824,704
     Unsecured loans from principal stockholders (note 6)                                  --              5,070,950
     ---------------------------------------------------------------------------------------------------------------
                                                                                    7,778,719             14,113,209
     ---------------------------------------------------------------------------------------------------------------

     Series B preferred stock, $0.001 par value (note 6)                                   --             29,932,173
     ---------------------------------------------------------------------------------------------------------------

     STOCKHOLDERS' EQUITY (DEFICIENCY) (NOTE 6)
     Series A preferred stock, voting and participating, $0.001 par
     value
       Authorized: 15,000,000 shares
       Issued and outstanding: 12,843,960 shares                                       12,844                 12,844
     Series B preferred stock, voting and participating, $0.001 par
     value
       Authorized: 10,000,000 shares
       Issued and outstanding: 8,888,889 shares                                         8,889                     --
     Series C preferred stock, $0.001 par value
       Authorized: 30,000,000 shares
       Issued and outstanding: 25,000,000 shares (2002 - nil)                          25,000                     --
     Class A voting common stock, $0.001 par value
       Authorized: 100,000,000 shares (2002-50,000,000)
       Issued and outstanding: 14,758,644 shares                                       14,759                 14,759
     Additional paid-in capital (note 6)                                            8,407,229             16,805,548
     Accumulated deficit (note 6)                                                   (197,561)                     --
        Net of elimination totaling $82,667,696                                            --           (42,223,937)
     ---------------------------------------------------------------------------------------------------------------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                        8,271,160           (25,390,786)
     ---------------------------------------------------------------------------------------------------------------
                                                                                   16,049,879             18,654,596
     ---------------------------------------------------------------------------------------------------------------
     ---------------------------------------------------------------------------------------------------------------
</TABLE>

     CONTINGENCIES (NOTE 8)

     SEE ACCOMPANYING NOTES.

     * Note: The balance sheet as at December 31, 2002 has been derived from the
     audited financial statements at that date but does not include all of the
     information and notes required by generally accepted accounting principles
     in the United States for complete financial statements.





                                       2
<PAGE>


     TOUCHTUNES MUSIC CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                                    [NOTE 2]

<TABLE>
<CAPTION>
   [In U.S. dollars]                            THREE MONTH         NINE MONTH          Three month           Nine month
                                               PERIOD ENDED       PERIOD ENDED         period ended         Period ended
                                              SEPTEMBER 30,      SEPTEMBER 30,        September 30,        September 30,
                                                       2003               2003                 2002                 2002
                                                          $                  $                    $                    $
   ---------------------------------------------------------------------------------------------------------------------
                                                (UNAUDITED)        (UNAUDITED)          (unaudited)          (unaudited)
   <S>                                        <C>                <C>                  <C>                  <C>
   REVENUES
   Jukebox sales and parts revenues               4,785,678         10,717,496            3,229,530            9,229,241
   Music service revenues                         2,905,582          8,175,628            1,953,038            5,522,161
   Jukebox leasing and financing
     revenues                                       354,616          1,288,608              797,457            2,783,520
   Gain on disposal of assets and
     investment in sales-type leases                 64,611            224,504              106,764              340,573
   ---------------------------------------------------------------------------------------------------------------------
                                                  8,110,487         20,406,236            6,086,789           17,875,495
   ---------------------------------------------------------------------------------------------------------------------
   EXPENSES
   Cost of jukebox revenues
      and direct operating costs                  4,899,897         12,133,790            3,522,161            9,567,548
   Research and development                         765,801          2,197,682              372,315            1,112,830
   Investment tax credits                         (160,000)          (324,000)            (525,000)            (525,000)
   General and administrative                     1,535,218          3,982,185            1,197,403            3,196,846
   Sales and marketing                              764,037          2,068,621              845,068            2,273,974
   Interest expense                                 147,497            640,576              301,015              883,149
   Depreciation and amortization                    319,019          1,047,283              368,011            1,207,837
   Restructuring cost (note 9)                           --                 --                   --              262,808
   Foreign exchange (gains) losses                   36,579             35,479             (30,957)               31,403
   ---------------------------------------------------------------------------------------------------------------------
                                                  8,308,048         21,781,616            6,050,016           18,011,395
   ---------------------------------------------------------------------------------------------------------------------

   NET LOSS AND COMPREHENSIVE
     INCOME (LOSS)                                (197,561)        (1,375,380)               36,773            (135,900)
     Dividends and accretion of
     mandatorily redeemable Series B
     preferred stock (note 6)                            --          1,049,490            1,016,601            3,027,116
   Beneficial conversion (note 6)                        --         39,265,940                   --                   --
   ---------------------------------------------------------------------------------------------------------------------
   NET LOSS ATTRIBUTABLE TO COMMON
     STOCKHOLDERS AND HOLDERS OF
     COMMON STOCK EQUIVALENTS                      (197,561)       (41,690,810)            (979,828)          (3,163,016)
   ---------------------------------------------------------------------------------------------------------------------

   Per common share
   BASIC AND DILUTED NET LOSS PER
     SHARE (NOTE 4)                                  (0.01)             (1.76)               (0.07)               (0.21)
   ---------------------------------------------------------------------------------------------------------------------
   ---------------------------------------------------------------------------------------------------------------------
</TABLE>

                SEE ACCOMPANYING NOTES.




                                       3
<PAGE>


TOUCHTUNES MUSIC CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

[In U.S. dollars]                           THREE MONTH         NINE MONTH        Three month        Nine month
                                           PERIOD ENDED       PERIOD ENDED       Period ended      Period ended
                                          SEPTEMBER 30,      SEPTEMBER 30,      September 30,     September 30,
                                                   2003               2003               2002              2002
                                                      $                  $                  $                 $
---------------------------------------------------------------------------------------------------------------
                                            (UNAUDITED)        (UNAUDITED)        (unaudited)       (unaudited)
<S>                                       <C>                <C>                <C>               <C>
OPERATING ACTIVITIES
Net loss and comprehensive income
(loss)                                        (197,561)        (1,375,380)             36,773         (135,900)
Non - cash portion of interest
  expense                                            --                 --            176,438           516,986
ADJUSTMENTS TO RECONCILE NET LOSS TO
  NET CASH USED IN OPERATING
  ACTIVITIES:
Non-cash portion of cost of
  Jukebox revenues and direct
  operating costs                                35,735            107,205                 --                --
Unpaid interest charge on
   unsecured loans
   from principal stockholders                       --            254,203                 --                --
Depreciation and amortization                   319,019          1,047,283            368,011         1,207,837
Gain on disposal of assets                     (56,146)          (168,605)          (106,764)         (340,573)
Non-cash portion of jukebox
  financing revenues                                 --           (74,868)                 --                --
Gain on disposal of investment  in
  sales-type leases                             (8,466)           (55,900)                 --                --
CHANGES IN OPERATING ASSETS AND
  LIABILITIES:
Accounts and other receivables              (1,430,397)        (1,306,630)            362,493       (1,542,031)
Prepaid expenses and deposits                  (40,417)            145,463            126,380           (1,168)
Inventory                                       447,890          (161,613)          (137,305)           368,657
Other assets                                    (2,219)           (85,600)            137,459           107,935
Accounts payable and accrued
  liabilities                                   829,194            549,034          (117,141)       (1,548,245)
Proceeds from disposal of investment
  in sales-type leases                          221,106          1,202,835                 --                --
Investment in sales-type leases                 253,720            922,652            345,650           924,884
---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES                                      371,458          1,000,079          1,191,994         (441,618)
---------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from disposition of
   property, plant and equipment                104,501            407,127                 --                --
Addition to intangibles                        (99,059)          (121,530)           (41,362)          (72,058)
Purchase of property, plant, and
  equipment                                   (226,774)          (417,132)           (42,479)         (119,167)
Increase in deferred charges                                                           29,035         (320,263)
---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES                                  (221,332)          (131,535)           (54,806)         (511,488)
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

<S>                                           <C>              <C>                <C>               <C>
FINANCING ACTIVITIES
Increase (decrease) in bank
  indebtedness                                  100,000          (150,000)          (450,000)         (600,000)
Proceeds on disposal of jukeboxes
  as capital assets and investment
  in sales-type leases                               --                 --            161,907         1,322,374
Repayment of capital lease
  obligations                                   (4,109)           (46,183)           (32,757)          (88,423)
Proceeds from unsecured loans
   from principal stockholders                       --                 --                            2,000,000
Repayment of long-term debt                   (501,067)        (1,616,391)          (742,235)       (1,903,606)
Share issue costs (note6)                            --          (220,000)                 --                --
---------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                  (405,176)        (2,032,574)        (1,063,085)           730,345
---------------------------------------------------------------------------------------------------------------

NET CHANGE IN CASH AND CASH
  EQUIVALENTS                                 (255,050)        (1,164,030)             74,103         (222,761)
Cash and cash equivalents, beginning
  of period                                     549,114          1,458,094             20,768           317,632
---------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF
  PERIOD                                        294,064            294,064             94,871            94,871
---------------------------------------------------------------------------------------------------------------

NON-CASH INVESTING AND FINANCING
  ACTIVITIES
THE FOLLOWING WERE CONVERTED INTO
  SERIES C PREFERRED STOCK:
Unsecured loans from
    Principal stockholders                           --          5,325,153                 --                --
---------------------------------------------------------------------------------------------------------------
Dividends and accretion due on
    Series B preferred stock                         --         11,145,759                 --                --
---------------------------------------------------------------------------------------------------------------

SUPPLEMENTARY INFORMATION
Interest paid                                   174,641            412,314            111,015           372,799
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES.



                                       5
<PAGE>


TOUCHTUNES MUSIC CORPORATION


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

September 30, 2003
[In U.S. dollars]

1.   ORGANIZATION AND OPERATIONS OF THE COMPANY

TouchTunes Music Corporation (the "Company") is involved in the digital
distribution of interactive music to music-on-demand applications. The first
such music-on-demand application developed by the Company were its digital
jukeboxes (the "Digital Jukeboxes"), which utilize digitally compressed audio
technology to distribute music titles through a proprietary distribution
network. Revenues are derived from selling and leasing the Digital Jukeboxes, as
well as providing music services and advertising through its network of Digital
Jukeboxes. The Company is also developing its technology for other
music-on-demand applications.

2.   BASIS OF FINANCIAL STATEMENT PRESENTATION AND GOING CONCERN ASSUMPTION

The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted 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.
Accordingly, these financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classifications of
assets or the amounts and classification of liabilities that may be necessary
should the Company be unable to continue its business in the normal course.


Certain conditions and events cast doubt upon the validity of this assumption.
The Company has incurred recurring operating losses and, with the exception of
the year ended December 31, 2002 and 2003 to date, generated negative cash
flow from operations, which required the Company to raise additional
financing and to obtain amendments to its debt covenants. As described in
note 5 below, as at September 30, 2003, the Company has not satisfied the
terms of a covenant regarding net shareholders' equity set forth in the
agreements with the National Bank of Canada governing the Company's term loan
facilities and operating line of credit which requires the Company to maintain
a net shareholders' equity amount, as defined in the agreements, of at least
$8 million. However, subsequent to September 30, 2003, the Company was
successful in obtaining an amendment from the Bank reducing this covenant to
$7,500,000. During the last quarter of 2001, and the first quarter of 2002,
the Company undertook a significant restructuring of its operations in order
to reduce its ongoing operating costs. In addition, the Company's revenues
are expected to benefit from the introduction of new products and applications
in the marketplace. The Company expects to repay its debts as they become due
and to remain in compliance with its bank covenants.

The Company's ability to continue as a going concern is dependent principally
upon its ability to achieve profitable operations, continue to generate positive
cash flows from operations, comply with its debt covenants, obtain the continued
support of its principal stockholders and repay its debts as they become due.

The outcome of these matters cannot be predicted at this time.

The consolidated financial statements at September 30, 2003, and for the
three-month and nine-month periods ended September 30, 2003 and 2002, are
unaudited and reflect all adjustments (consisting only of normal recurring
accruals) which are, in the opinion of management, necessary for a fair
presentation of the Company's financial position and operating results for the
interim periods in accordance with accounting principles generally accepted in
the U.S. for interim financial statements. Accordingly, these interim


                                       6
<PAGE>

consolidated financial statements do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements.

These consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's Annual Report on Form 10-KSB, as amended,
for the fiscal year ended December 31, 2002. The results of operations for the
three-month and nine-month period ended September 30, 2003 are not necessarily
indicative of the results for the fiscal year ending December 31, 2003 or any
other future periods.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary TouchTunes Digital Jukebox, Inc. ("TouchTunes
Digital"). All significant inter-company balances and transactions since
acquisition of control have been eliminated on consolidation.

COMPARATIVE FIGURES

Certain figures in the 2002 financial statements have been reclassified to
conform with the presentation used in 2003.

3.   NEW ACCOUNTING PRONOUNCEMENTS


ASSET RETIREMENT OBLIGATIONS

In August 2001, the FASB issued Statement No. 143 "Accounting for Asset
Retirement Obligations" that provides accounting guidance for the costs of
retiring long-lived assets and is effective for fiscal years beginning after
June 15, 2002. The adoption of this standard had no impact on the Company's
financial position or results of operations.

GUARANTOR'S ACCOUNTING FOR GUARANTEES

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (the Interpretation). The Interpretation will
significantly change current practice in the accounting for, and disclosure of,
guarantees. Guarantees meeting the characteristics described in the
Interpretation, which are not included in a long list of exceptions, are
required to be initially recorded at fair value, which is different from the
general current practice of recording a liability only when a loss is probable
and reasonably estimable, as those terms are defined in FASB Statement No. 5,
Accounting for Contingencies. The Interpretation also requires a guarantor to
make significant new disclosures for virtually all guarantees even if the
likelihood of the guarantor's having to make payments under the guarantee is
remote. The initial recognition and initial measurement provisions of the
Interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002. Accounting for guarantees issued prior to
December 31, 2002 should not be revised or restated. The change of accrued
warranty recorded in the Company's balance sheet for the quarter was as follows:

<TABLE>
<CAPTION>

                                            THREE MONTH        NINE MONTH      Three month       Nine month
                                           PERIOD ENDED      PERIOD ENDED     period ended     period ended
                                          SEPTEMBER 30,     SEPTEMBER 30,    September 30,    September 30,
                                                   2003              2003             2002             2002
                                                      $                 $                $                $
------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>              <C>              <C>
Balance at the beginning of the                 599,170           450,000          493,571          618,580
  Period
Charged to cost of jukeboxes                    109,631           328,894           50,000           50,000
Use of provision                               (55,424)         (125,517)        (107,682)        (232,691)
------------------------------------------------------------------------------------------------------------
BALANCE AT THE END OF THE PERIOD                653,377           653,377          435,889          435,889
------------------------------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>


STOCK BASED COMPENSATION TRANSITION AND DISCLOSURE

In December 2002, SFAS No. 148 ("SFAS 148"), ACCOUNTING FOR STOCK-BASED
COMPENSATION-TRANSITION AND DISCLOSURE was issued to amend SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of Statement 123 to require more prominent and more
frequent disclosures in financial statements about the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
148 are effective for fiscal years ending after December 15, 2002. The interim
disclosure provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. The adoption
of SFAS 148 did not have a material impact on the Company's financial position,
results of operations, or cash flows, because the Company continues to follow
the guidance of APB 25 in recognizing stock compensation expense. The effect of
stock based compensation is included in note 7 to the consolidated financial
statements.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. All companies with variable interests in variable
interest entities ("VIE's") created after January 31, 2003, must apply the
provisions of this Interpretation to those entities immediately. A public
company with a variable interest in a VIE created before February 1, 2003, must
apply the provisions of this Interpretation to that entity by the end of the
first interim or annual reporting period ending after December 15, 2003. The
Company is currently evaluating the effect FIN 46 will have on its consolidated
financial position, liquidity, and results of operations.

4.   BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted net loss per share for the quarters ended
September 30, are as follows:

<TABLE>
<CAPTION>

                                        THREE MONTH           NINE MONTH         Three month         Nine month
                                       PERIOD ENDED         PERIOD ENDED        period ended       period ended
                                      SEPTEMBER 30,        SEPTEMBER 30,       September 30,      September 30,
                                               2003                 2003                2002               2002
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                 <C>                <C>
Net loss  attributable to common
   stockholders and holders of
   common stock equivalents                 197,561           41,690,810             979,828          3,163,016
---------------------------------------------------------------------------------------------------------------
Weighted average common shares,
   and common share
   equivalents, outstanding
   used to compute basic and
   diluted net loss per common
   share                                 36,491,493           23,754,292          14,758,644         14,719,755
---------------------------------------------------------------------------------------------------------------
Basic and diluted net loss
  per common share                            (0.01)               (1.76)              (0.07)             (0.21)
---------------------------------------------------------------------------------------------------------------
</TABLE>

The impact of the conversion of 12,843,960 shares of the Company's Series A
preferred stock, voting and participating into 38,531,880 Class A voting common
stock, the 8,888,889 shares of the Company's Series B preferred stock, voting
and participating into 40,000,000 voting common stock are being included in the
weighted average common shares outstanding, using the as-if-converted method, to
compute the basic and diluted net loss per share since June 10, 2003, the date
of the capital restructuring (see note 6), because since that date they have
characteristics similar to the common shares.

The options and warrants to purchase the Company's Class A voting common stock,
were not included in the computation of the diluted loss per share, as the
effect would be anti-dilutive.


                                       8
<PAGE>


5.   BANK INDEBTEDNESS AND LONG-TERM DEBT

The Company's bank indebtedness consists of an operating line of credit (the
"Line of Credit") of $2 million (December 31, 2002 - $1 million). The
collateralization provided to the bank by the Company on the Line of Credit and
the loans described below is in the form of charges on past, present and future
assets of the Company. The Line of Credit bears interest at the U.S. prime rate
of the bank plus 1.25%, representing a rate of 5.75% as at September 30, 2003
(December 31, 2002 - 6.00%) and has been renewed until April 30, 2004. The Line
of Credit is also collateralized by a first charge on accounts receivable and
inventories of $1,050,000 and a charge on moveable property in the amount of
$2,050,000. As at September 30, 2003, $850,000 (December 31, 2002 - $1 million),
was used on this facility.

Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                         MATURITY       SEPTEMBER 30,          December 31,
                                                                                 2003                  2002
                                                                                    $                     $
                                                 ----------------------------------------------------------
<S>                                                     <C>             <C>                    <C>

CED Term Loan [CDN $69,444] (i)                              2004              51,413               123,066
Jukebox Term Loan (ii)                                  2003-2004           1,102,250             2,646,988
                                                                   -----------------------------------------
Total                                                                       1,153,663             2,770,054
Less:  Current portion                                                      1,153,663             1,945,350
                                                                   -----------------------------------------
Total                                                                              --               824,704
                                                                   -----------------------------------------
                                                                   -----------------------------------------
</TABLE>

Long-term debt consists of term loan facilities with a major Canadian chartered
bank, which are collateralized by charges on present and future assets of the
Company. The terms of these loans are as follows:

(i)      The CED term loan (the "CED Term Loan") is a term loan under the Loan
         Program for Technology Firms sponsored by Canada Economic Development.
         The loan bears interest at the Canadian prime rate plus 3.50%,
         representing a rate of 8.00% as at September 30, 2003. Principal
         repayment is over a thirty-six month period which commenced in March
         2001 in equal payments of $10,283 [CDN$13,889]. The loan is
         collateralized by a certificate of guarantee issued by Canada Economic
         Development covering 80% of the net loss risk and by a charge in the
         amount of $370,178 [CDN$500,000] on all moveable property.

(ii)     The jukebox term loan facility (the "Jukebox Term Loan") represents, in
         the aggregate, $10,012,000 and was entered into for purposes of
         financing the cost of manufacturing Digital Jukeboxes. The security
         provided to the bank by the Company was in the form of charges on past,
         present and future assets of the Company. The Jukebox Term Loan bears
         interest at the U.S. base rate of the Bank plus 2.55%, representing a
         rate of 7.05% as at September 30, 2003. Additional compensation must be
         paid to the Bank each year in an amount equal to 0.5% of the Company's
         annual gross revenues, as defined. The Jukebox Term Loan is also
         collateralized by a certificate of guarantee issued jointly by
         Investissement Quebec and the Export Development Corporation covering
         67% of the net loss risk and a charge on moveable property in the
         amount of $10,400,000. Each Jukebox Term Loan is granted for a maximum
         term of 48 months and the facility must be paid in full by November
         2004.

The agreements between the Company and the Bank governing the CED Term Loan, the
Jukebox Term Loan and the Line of Credit contain financial covenants including
requirements that the Company maintain a minimum stockholders' equity, as
defined in the agreement of $8,000,000, and a minimum debt to equity ratio as
defined therein. If the Company fails to comply with the Covenant, the Bank has
the right to demand full repayment of the loans outstanding under the CED Term
Loan and Jukebox Term Loan, as well as any funds drawn down on the Line of
Credit. As at September 30, 2003, the Company's stockholders' equity, as defined
in the agreement, was $7,782,492 and, therefore, the Company did not



                                       9
<PAGE>

satisfy the terms of the Covenant. Subsequent to September 30, 2003, the Company
was successful in obtaining an amendment from the Bank reducing this covenant
from $8,000,000 to $7,500,000.






The principal payments of long-term debt are as follows:


<TABLE>
<CAPTION>
                                                                  $
                                           -------------------------

   <S>                                                    <C>
   2003                                                   1,153,663
   2004                                                          --
                                           -------------------------
                                                          1,153,663
                                           -------------------------
                                           -------------------------
</TABLE>


6.   CAPITAL RESTRUCTURING

In July 2001, the Company's Board of Directors approved the terms of an
unsecured loan facility (the "Unsecured Loan Facility"), from CDP Capital
Communications and CDP Capital Technologies, for up to a maximum of $5 million.
Under these terms, CDP Capital Communications and CDP Capital Technologies
committed to lend up to $3 million and $2 million, respectively. As at March 31,
2003, $3.5 million had been advanced by CDP Capital Communications and CDP
Capital Technologies in the form of promissory notes ("CDP Notes") excluding
accrued interest of $1.0 million thereon, bearing interest at the rate of 20%
per annum, repayable 30 days after issuance unless exchanged earlier for
debentures issuable under the Unsecured Loan Facility.

On December 20, 2002, the Company issued convertible debentures ("Debentures")
to two principal stockholders, namely CDP Capital Communications and CDP Capital
Technologies, for a principal amount of $400,000 each, bearing interest at 20%
per annum and maturing on June 30, 2003.

 On June 10, 2003 the Company completed a capital restructuring providing for
the conversion of the Unsecured Loan Facility and the Debentures and accrued
dividends and accretion on Series B Preferred Stock into a new series of
preferred stock.

As a result of this transaction, the Unsecured Loan Facility totaling $5,325,153
and dividends and accretion due on Series B Preferred Stock totaling $10,981,663
were converted into 25,000,000 Class C non-voting Preferred Stock with an
issuance price and liquidation value of $12,500,000.

The Company's Board of Directors and the requisite number of stockholders of the
Company also approved amendments to the Company's Second Amended and Restated
Articles of Incorporation necessary to effect this capital restructuring. These
amendments were to:

(1)  increase the aggregate number of authorized shares of Common Stock from
     50,000,000 shares to 100,000,000 shares;

(2)  create a new class of authorized preferred stock, consisting of 30,000,000
     authorized shares of Series C non-voting Preferred Stock, par value $0.001
     ("Series C Preferred Stock"). The Series C Preferred Stock has an issuance
     price of $0.50 per share and a liquidation preference over the Series A
     Preferred Stock, Series B Preferred Stock and Common Stock (as may be
     adjusted for stock splits, dividends, combinations or other
     recapitalizations with respect to such shares). The Series C Preferred
     Stock shall not be entitled to voting rights, dividend rights or redemption
     rights;



                                       10
<PAGE>

(3)  provide that the issuance of Series C Preferred Stock at a conversion price
     lower than that of Series A Preferred Stock or Series B Preferred Stock
     would trigger a reduction to such lower price of the exercise price of the
     Series A Preferred Stock and Series B Preferred Stock;

(4)  remove the right of holders of Series B Preferred Stock to receive a
     cumulative and preferred dividend;

(5)  remove the right of holders of Series B Preferred Stock to demand
     redemption by the Company and remove the Company's right to redeem the
     Series B Preferred Stock at its option; and

(6)  reduce the voting rights of the Series A Preferred Stock and Series B
     Preferred Stock to one vote per each outstanding share of Preferred Stock,
     in lieu of one vote per share of Common Stock into which a holder's
     Preferred Stock could be converted.

(7)  requires that dividends declared or any distribution, even upon or on any
     liquidation, dissolution or winding-up be shared among Series A preferred
     stock, Series B preferred stock and Class A voting common stockholders
     without any distinction as to classes, as on an as-if-converted to Class A
     common stock.

This capital restructuring had the following impact on the financial statements:

o      Net loss attributable to common stockholders for the second quarter of
       2003 was increased by $39,265,940 with a corresponding increase to
       additional paid-in capital representing the effect of the beneficial
       conversion of the Series A preferred stock and Class B preferred stock;

o      As provided for in the Conversion Agreement, no interest on the Unsecured
       Loan Facility and no dividends and accretion on the Series B preferred
       stock were recorded subsequent to March 31, 2003;

o      The Series B preferred stock are now presented as part of shareholders'
       equity because of the elimination of the rights of holders to demand
       redemption and to receive a cumulative and preferred dividend. In
       addition, these shares are presented at their par value which increased
       the additional paid-in capital by $19,991.111;

Finally, in addition to the above capital restructuring, the Company's Board
of Directors voted to eliminate the accumulated deficit as of June 30, 2003
by a corresponding decrease of the additional paid-in capital, in accordance
with quasi-organization rules. In addition, the Company reviewed the fair
values of its assets and liabilities and determined that no adjustments were
required to the recorded amounts.

Included in share issue costs of $220,000 charged to additional paid-in capital
were legal fees totaling $30,000 paid to legal counsel for CDP Capital
Communications and CDP Capital Technologies.


7.   STOCK OPTIONS

On April 19, 2000, the Company's Board of Directors authorized a Long-Term
Incentive Plan (the "Plan"), which provides for the grant to employees,
officers, consultants, and outside contractors of various types of stock options
and Common Stock.

On April 19, 2000, September 12, 2000, December 12, 2000, March 16, 2001, May
10, 2001 and June 4, 2002, the Board of Directors granted stock options to
purchase an aggregate of 2,510,018 shares, 571,500 shares, 73,000 shares,
862,630 shares, 175,000 shares and 1,500,000 shares, respectively, of the
Company's Class A voting Common Stock, with vesting provisions ranging up to
four years. Options granted under the Plan are exercisable for a period of ten
years, except for options granted to stockholders beneficially owning 5% or more
of the Company's Class A voting Common Stock, which are exercisable over a
period of five years. On June 30, 2003, an aggregate of 4,359,000 of Class A
voting Common Stock were reserved for future issuance under the Plan. The Plan
was approved by stockholders on February 8, 2001.


                                       11
<PAGE>

The Company accounts for options granted to employees and directors under the
Plan using APB No.25, under which no compensation cost has been recognized for
stock options granted. Had compensation cost for these stock options been
determined consistent with SFAS No. 123, the Company's pro forma loss per common
share would have been as follows:


<TABLE>
<CAPTION>

                                            THREE MONTH        NINE MONTH      Three month       Nine month
                                           PERIOD ENDED      PERIOD ENDED     period ended     period ended
                                          SEPTEMBER 30,     SEPTEMBER 30,    September 30,    September 30,
                                                   2003              2003             2002             2002
                                                      $                 $                $                $
                                     -----------------------------------------------------------------------

<S>                                       <C>               <C>              <C>            <C>
Net loss attributable to common
  stockholders and holders of
  common stock equivalents                      197,561        41,690,810          979,828        3,163,016
Pro Forma loss                                  280,519        41,942,403        1,170,574        3,735,254
Basic and diluted loss per common
   share                                          (0.01)            (1.76)           (0.07)           (0.21)
Pro Forma basic and diluted loss
   per common share                               (0.01)            (1.77)           (0.08)           (0.25)

</TABLE>


The fair value of options at the date of grant was estimated using the
Black-Scholes pricing model with the following weighted average assumptions.

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30, 2003     September 30, 2002
                                                                               %                      %
                                                          ----------------------------------------------
<S>                                                           <C>                    <C>
                                                                            8.00                   8.00
      Average expected life (years)                                         3.00                   2.23
      Risk-free interest rate                                               96.8                   96.8
      Volatility                                                            0.00                   0.00
      Dividend yield
</TABLE>



8.   CONTINGENCIES

In November 2001, a competitor filed a suit against the Company for
non-infringement of a patent held by the Company. The competitor further claimed
that the Company engaged in unfair competition and intentional interference with
contract. A second competitor was joined in the suit as an alleged infringer of
the Company's patent. The second competitor also claimed non-infringement of the
Company's patent and that the Company engaged in unfair competition and
intentional interference with contract. The suit also involves the competitors'
allegation that the patent is invalid, as well as the first competitor's request
for a declaration from the Court that the patent is unenforceable. The Company
believes it has meritorious claims and defenses against the competitors. The
competitors' unfair competition and intentional interference with contract
claims against the Company have been dismissed with prejudice.

During the period the Company resolved a dispute with the American Society of
Composers, Authors and Publishers ("ASCAP") and Broadcast Music Inc. ("BMI"),
organizations representing performance rights for musical composers and authors.
The dispute revolved around the music publishers' desire for the Company to
negotiate music licensing rights directly with ASCAP and BMI as opposed to the
Company's current approach of negotiating such rights directly with the
publishers. The financial consideration involved was previously accrued in the
Company's financial statements. The Company remains involved in a dispute with
the Society of European Stage Authors and Composers ("SESAC"). The dispute does
not involve the Company's licensing rights to music but the financial terms of
these rights.


                                       12
<PAGE>

9. RESTRUCTURING COSTS

During the first quarter of fiscal 2002, the Company completed a restructuring
of its operations it had begun in the last quarter of 2001 in order to reduce
the company's ongoing operating costs. Severance costs attributable to employees
terminated as a result of the restructuring totaled approximately $183,000.

                                       13
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE DISCUSSION AND ANALYSIS BELOW CONTAINS TREND ANALYSIS AND OTHER
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT"). WORDS SUCH AS "ANTICIPATES", "EXPECTS",
"INTENDS", "PLANS", "BELIEVES", "SEEKS", "ESTIMATES", VARIATIONS OF SUCH WORDS
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE
SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO
PREDICT. THEREFORE, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED
OR FORECASTED IN ANY SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS, WHICH ARE NOT WITHIN THE COMPANY'S CONTROL.

The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements, including the notes thereto,
contained in the Company's Annual Report on Form 10-KSB, as amended, for the
fiscal year ended December 31, 2002. Note that all dollar amounts set forth in
this quarterly report on Form 10-QSB are in United States dollars, except where
otherwise indicated, and references herein to "dollars" or "$" are to United
States dollars and references to "CDN" are to Canadian dollars.



BACKGROUND AND OVERVIEW

         The Company was a development-stage company until September 1998. Prior
to September 1998, the Company's financial resources were used to finance the
development of its digital jukeboxes (the "Digital Jukeboxes"), which utilize
digitally compressed audio technology to distribute music titles securely
through a proprietary distribution network. Revenues since September 1998 have
been generated from sales and leases of the Digital Jukeboxes to jukebox
operators in the United States, as well as from the music service contracts
associated with such sales and leases of the Digital Jukeboxes. As at September
30, 2003, the Company had delivered a total of approximately 7,175 Digital
Jukeboxes as compared with 5,724 Digital Jukeboxes delivered as at September 30,
2002. Management plans to devote significant resources to continue its
aggressive sales and marketing efforts within the jukebox industry. Management
also intends to continue its development activities in applying its technologies
to other music-on-demand products and applications to other industries.

         The Company plays over 15 million songs to an estimated audience of
approximately three million people each month. Management expects the base of
installed Digital Jukeboxes to continue to grow, thereby increasing the number
of plays and the audience exposure. This growth is expected to establish the
Digital Jukeboxes as a significant promotional medium for record labels and
their artists.

         Total assets of the Company were approximately $16,050,000 at September
30, 2003, a decrease of approximately $2,605,000 from December 31, 2002. The
decrease was primarily due to a reduction in cash and cash equivalents of
approximately $1,164,000 which were used to reduce bank indebtedness by
approximately $150,000 and repay long-term debt of approximately $1,616,000. In
addition, investment in sales-type leases was reduced by approximately
$1,995,000, and property, plant and equipment decreased by approximately
$680,000, which was primarily attributable to the sale of both sales-type leases
and jukeboxes for leasing to third parties. These decreases were offset by an
increase in trade accounts receivable of approximately $1,100,000. Total
liabilities of the Company also decreased as compared to December 31, 2002, from
approximately $14,113,000 to $7,779,000 at September 30, 2003, primarily as a
result of the conversion of unsecured loans from principal stockholders of
$5,325,000 into Series C Preferred Stock, and the repayment of long-term debt in
the amount of approximately $1,616,000. These decreases were offset by an
increase in accounts payable and accrued liabilities of approximately $549,000.



                                       14
<PAGE>



RESULTS OF OPERATIONS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER
30, 2003 COMPARED TO THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30,
2002

         The Company incurred a net loss of approximately $198,000 during the
three-month period ended September 30, 2003 ("the third quarter 2003") as
compared to net gain of approximately $37,000 for the corresponding three-month
period in 2002 ("the third quarter 2002").

         The Company had a net loss of approximately $1,375,000 during the
nine-month period ended September 30, 2003 as compared to a net loss of
approximately $136,000 for the corresponding nine-month period ended September
30, 2002.

         Net loss attributable to common stockholders was approximately $198,000
for the third quarter 2003, as compared to approximately $980,000 for the third
quarter 2002. There was no non-cash charge for dividends and accretion of the
Company's mandatorily redeemable Series B preferred stock for the third quarter
2003, as compared to approximately $1,017,000 for the third quarter 2002 due to
the Company's capital restructuring which removed the rights of Series B
Preferred Stockholders to receive a cumulative and preferred dividend.

         Net loss attributable to common stockholders was approximately
$41,691,000 for the nine-month period ended September 30, 2003, as compared to
approximately $3,163,000 for the nine-month period ended September 30, 2002. The
non-cash charge for dividends and accretion of the Company's mandatorily
redeemable Series B preferred stock of the Company, was approximately $1,049,000
for the nine-month period ended September 30, 2003, as compared to $3,027,000
for the nine-month period ended September 30, 2002.

         The beneficial conversion on Series A and Series B preferred stock was
approximately $39,266,000 for the nine-month period ended September 30, 2003 as
compared with $0 for the nine-month period ended September 30, 2002

         REVENUES

         Total revenues increased by approximately $2,023,000 or 33%, from
approximately $6,087,000 in the third quarter 2002 to approximately $8,110,000
in the third quarter 2003. There was a decrease in revenues from leasing and
financing of Digital Jukeboxes during the third quarter 2003 totaling
approximately $443,000 which is attributable to a reduction in units due to the
sale of both sales-type leases and jukeboxes for leasing. This decrease was, as
described below, more than offset by an increase in music service revenues, and
an overall increase in unit sales of Digital Jukeboxes.

         Revenues from the Digital Jukeboxes and parts increased by
approximately $2,530,000 or 14%, from approximately $17,876,000 for the
nine-month period ended September 30, 2002 to approximately $20,406,000 for the
nine-month period ended September 30, 2003. This increase was offset by reduced
revenues from jukebox leasing and financing. In addition, music service revenues
increased by approximately $2,654,000 during the period. As a result, there was
an overall increase in revenues from the Digital Jukeboxes for the nine-month
period ended September 30, 2003.

         Music service revenues grew to approximately $2,906,000 for the third
quarter 2003 as compared with approximately $1,953,000 for the third quarter
2002. This increase in music service revenues resulted from an increase in the
total number of Digital Jukeboxes installed on the Company's Digital Jukebox
network, which generate recurring music service revenues. Revenue from Digital
Jukebox sales amounted to approximately $10,717,000 for the nine-month period
ended September 30, 2003 as compared with approximately $9,229,000 for the
nine-month period ended September 30, 2002, with the increase primarily due to
an overall increase in unit sales of digital jukeboxes.

         Digital Jukebox leasing and financing revenues declined to
approximately $355,000 for the third quarter 2003, as compared to $797,000 for
the third quarter 2002. This decrease is attributable to the sale of capital
leases and jukeboxes for leasing to third parties, including the Company's
customers.


                                       15
<PAGE>

         Digital Jukebox leasing and financing revenues declined to
approximately $1,289,000 for the nine-month period ended September 30, 2003, as
compared to $2,784,000 for the nine-month period ended September 30, 2002. The
decrease is attributed to the sale of capital leases to third parties, including
the Company's customers



         COST OF JUKEBOX AND PARTS REVENUES AND DIRECT OPERATING COSTS

         The cost of Digital Jukebox and parts revenues and direct operating
costs increased by approximately $1,378,000, or 39%, from approximately
$3,522,000 in the third quarter 2002 to approximately $4,900,000 during the
third quarter 2003. This increase is due mainly to the increase in overall unit
sales of digital jukeboxes which resulted in an increase in the royalties paid
to publishing and record music companies as a result of an overall increase in
the number of plays on the Digital Jukebox network as well as additional
communication and maintenance costs due to the Company's increased installed
base of Digital Jukeboxes.

         The cost of Digital Jukebox and parts revenues and direct operating
costs increased by approximately $2,567,000 or 27%, from approximately
$9,567,000 for the nine-month period ended September 30, 2002 to approximately
$12,134,000 for the nine-month period ended September 30, 2003. The increase is
due mainly to the increase in overall unit sales of digital jukeboxes which
resulted in an increase in the royalties paid to publishing and record music
companies as a result of an overall increase in the number of plays on the
Digital Jukebox network as well as additional communication and maintenance
costs due to the Company's increased installed base of Digital Jukeboxes


         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses increased by approximately $346,000
or 29%, from approximately $1,197,000 in the third quarter 2002 to approximately
$1,543,000 in the third quarter 2003. This increase is principally attributable
to the professional costs in connection with the Ecast Inc. and Rowe
International Inc. litigation. The legal proceedings are described in detail
Part II, Item 1-Legal Proceedings.

         General and administrative expenses increased by approximately
$794,000, or 25%, from approximately $3,197,000 for the nine-month period ended
September 30, 2002 to approximately $3,991,000 for the nine-month period ended
September 30, 2003. This increase is principally attributable to the increase in
professional costs associated with the Ecast Inc. and Rowe International Inc.
litigation as well as an increase in provision for bad debt.


         RESEARCH AND DEVELOPMENT EXPENSES

         Research and development expenses increased by approximately $394,000,
or 106%, from approximately $372,000 in the third quarter 2002 to approximately
$766,000 in the third quarter 2003. This increase in research and development
expense is in large part due to costs incurred in respect of ongoing development
and design of existing projects.

         Research and development expenses increased by approximately $1,085,000
or 97%, from approximately $1,113,000 for the nine-month period ended September
30, 2002 to approximately $2,198,000 for the nine-month period ended September
30, 2003. This increase in research and development expense is in large part due
to costs incurred in respect of new and ongoing development and design of
existing projects.

         During the nine-month periods ended September 30, 2002 and 2003, the
Company recorded as a reduction of expenses approximately $525,000 and $324,000
respectively of Canadian Investment Tax Credits ("ITC") for certain eligible
research and development expenditures.


                                       16
<PAGE>

         SALES AND MARKETING EXPENSES

         Sales and marketing expenses decreased by approximately $81,000, or
10%, from approximately $845,000 in the third quarter 2002 to approximately
$764,000 in the third quarter 2003.

         Sales and marketing expenses decreased by approximately $205,000, or
9%, from approximately $2,274,000 for the nine-month ended September 30, 2002 to
approximately $2,069,000 for the nine-month period ended September 30, 2003.
This decrease was principally due to the reductions in the Company's sales
related costs.


         INTEREST EXPENSE

         Interest expense decreased by approximately $154,000, or 51%, from
approximately $301,000 in the third quarter 2002 to approximately $147,000 in
the third quarter 2003. This decrease is primarily due to the overall reduction
in the capital amount of the Jukebox Term Loan and the conversion of the
unsecured Loan Facility The Jukebox Term Loan and the Unsecured Loan Facility
are described below under the caption "Liquidity and Capital Resources."

         Interest expense decreased by approximately $243,000, or 28%, from
approximately $883,000 for the nine-month period ended September 30, 2002 to
approximately $640,000 for the nine-month period ended September 30, 2003. This
decrease in the Company's interest expense is mainly attributable to a reduction
in principal amount borrowed under the Jukebox Term Loans, CED Term Loan and
Line of Credit (each as defined below under the caption "Liquidity and Capital
Resources" ).


         DEPRECIATION AND AMORTIZATION EXPENSE

         Depreciation and amortization expense decreased by approximately
$49,000, or 13%, from approximately $368,000 in the third quarter 2002 to
approximately $319,000 in the third quarter 2003. This decrease in depreciation
and amortization costs resulted primarily from fewer Digital Jukeboxes being
held by the Company as capital assets.

         Depreciation and amortization expenses decreased by approximately
$161,000, or 13%, from approximately $1,208,000 for the nine-month period ended
September 30 2002 to approximately $1,047,000 for the nine-month period ended
September 30, 2003. This decrease in depreciation and amortization costs
resulted primarily from fewer Digital Jukeboxes held by the Company as capital
assets.


         FOREIGN EXCHANGE LOSSES

         The Company experienced a foreign exchange loss of approximately
$37,000 during the third quarter 2003 and $35,000 for the nine-month period
ended September 30, 2003 as compared to a foreign exchange gain of approximately
$31,000 during the third quarter of 2002 and a foreign exchange loss of $31,000
for the nine-month period ended September 30, 2002. Foreign exchange gains or
losses result from the Company paying certain expenditures in currencies other
than the United States dollar. The main foreign currency in which the Company's
wholly-owned subsidiary, TouchTunes Digital Jukebox, Inc., transacts is the
Canadian dollar.


         SEASONALITY

         The Company has experienced lower sales volume during the summer
vacation period of June, July and August, as well as during national holiday
periods. These seasonal fluctuations may result in significant decreases in the
Company's results of operations and have material adverse effects on its
financial condition.

                                       17
<PAGE>


         LIQUIDITY AND CAPITAL RESOURCES

         The Company's funding has come principally from a group of three
investors: Societe Innovatech du Grand Montreal, CDP Capital Technologies
(formerly known as CDP Sofinov) and CDP Capital Communications (formerly known
as Capital Communications CDPQ Inc.). To date, they have collectively invested
approximately $43 million in the Company, which has provided the Company with
sufficient capital resources to finance its start-up activities and to commence
commercial operations. Financing arrangements with the National Bank of Canada
are another significant source of funding for the Company's operations.

         In January 1999, TouchTunes Digital entered into the following loan
facilities with the National Bank of Canada to finance the Company's equipment
acquisitions, leasehold improvements, and research and development expenditures:
(1) a small business loan under the Small Business Loans Program sponsored by
the Government of Canada; (2) a general term loan; and (3) a term loan under the
Loan Program for Technology Firms sponsored by the Canada Economic Development
(the "CED TERM LOAN"). In August 2001, the Company repaid in full the total
amount owed under the small business loan and the general term loan. As at
September 30, 2003, approximately $51,000 was outstanding under the CED Term
Loan. The CED Term Loan bears interest at the National Bank of Canada's Canadian
prime rate plus 3.5%. Principal repayment of the loan is in equal payments of
$10,244 over a 36-month period that will end in February 2004.

         In April 1999, TouchTunes Digital entered into a jukebox term loan
facility (the "JUKEBOX TERM LOAN") providing for loans aggregating approximately
$10.4 million with the National Bank of Canada to finance the cost of
manufacturing the Digital Jukeboxes. The interest rate on the Jukebox Term Loan
is priced at the National Bank of Canada's U.S. base rate, plus 2.55%.
Additional compensation must be paid to the National Bank of Canada each year
equal to 0.5% of the Company's annual gross revenues as defined under the
Jukebox Term Loan. The Jukebox Term Loan must be repaid in full by November
2004.

         The CED Term Loan and Jukebox Term Loan are each secured by a lien on
the past, present and future assets of TouchTunes Digital and the Company and a
guarantee from the Company for the entire amount due under each of these
financing arrangements.

         In May 2000, the Company issued an aggregate of 8,888,889 shares of
Series B Preferred Stock to CDP Capital Technologies and CDP Capital
Communications. Specifically, the Company issued 2,222,222 shares of Series B
Preferred Stock to CDP Capital Technologies in exchange for the conversion of
$5.0 million in prior advances to the Company. The remaining 6,666,667 shares of
Series B Preferred Stock were issued to CDP Capital Communications in exchange
for proceeds consisting of (i) $14.0 million in cash and (ii) $1.0 million
previously advanced by CDP Capital Communications to the Company.

         In May 2001, TouchTunes Digital obtained an operating line of credit
(the "LINE OF CREDIT") from the National Bank of Canada in the amount of
$500,000 bearing interest at the National Bank of Canada's U.S. prime rate plus
1.25%, which was subsequently increased in September 2001 to $1 million. The
Line of Credit is also secured with a lien on the past, present and future
assets of TouchTunes Digital and the Company as well as a guarantee from the
Company for the entire amount drawn down on the Line of Credit.

         In May 2003, the Line of Credit was increased from $1 million to $2
million.

         In July 2001, the Company's Board of Directors approved the terms of an
unsecured loan facility (the "Unsecured Loan Facility"), from CDP Capital
Communications and CDP Capital Technologies, for up to a maximum of $5 million.
Under these terms, CDP Capital Communications and CDP Capital Technologies
committed to lend up to $3 million and $2 million, respectively. As at March 31,
2003, $3.5 million had been advanced by CDP Capital Communications and CDP
Capital Technologies in the form of promissory notes ("CDP Notes") excluding
accrued interest of $1.0 million thereon, bearing interest at the rate of 20%
per annum, repayable 30 days after issuance unless exchanged earlier for
debentures issuable under the Unsecured Loan Facility.

                                       18
<PAGE>

         On December 20, 2002, the Company issued convertible debentures
("Debentures") to two principal stockholders, namely CDP Capital Communications
and CDP Capital Technologies, for a principal amount of $400,000 each, bearing
interest at 20% per annum and maturing on June 30, 2003.

         On June 10, 2003 the Company completed a capital restructuring
providing for the conversion of the Unsecured Loan Facility and the Debentures
and accrued dividends and accretion on Series B Preferred Stock into a new
series of preferred stock.

         As a result of this transaction, the Unsecured Loan Facility totaling
$5,325,000 and dividends and accretion due on Series B Preferred Stock totaling
$10,981,663 were converted into 25,000,000 Class C non-voting Preferred Stock
with an issuance price of $12,500,000.

         The Company's Board of Directors and the requisite number of
stockholders of the Company also approved amendments to the Company's Second
Amended and Restated Articles of Incorporation necessary to effect this capital
restructuring. These amendments were to:

(1)  increase the aggregate number of authorized shares of Common Stock from
     50,000,000 shares to 100,000,000 shares;

(2)  create a new class of authorized preferred stock, consisting of 30,000,000
     authorized shares of Series C non-voting Preferred Stock, par value $0.001
     ("Series C Preferred Stock"). The Series B preferred stock has an issuance
     price of $0.50 per share and a liquidation preference over the Series A
     Preferred Stock, Series B Preferred Stock and Common Stock (as may be
     adjusted for stock splits, dividends, combinations or other
     recapitalizations with respect to such shares). The Series C Preferred
     Stock shall not be entitled to voting rights, dividend rights or redemption
     rights.

(3)  provide that the issuance of Series C Preferred Stock at a conversion price
     lower than that of Series A Preferred Stock or Series B Preferred Stock
     would trigger a reduction to such lower price of the exercise price of the
     Series A Preferred Stock and Series B Preferred Stock;

(4)  remove the right of holders of Series B Preferred Stock to receive a
     cumulative and preferred dividend;

(5)  remove the right of holders of Series B Preferred Stock to demand
     redemption by the Company and remove the Company's right to redeem the
     Series B Preferred Stock at its option; and

(6)  reduce the voting rights of the Series A Preferred Stock and Series B
     Preferred Stock to one vote per each outstanding share of Preferred Stock,
     in lieu of one vote per share of Common Stock into which a holder's
     Preferred Stock could be converted.

(7)  requires that dividends declared or any distribution even upon or on any
     liquidation, dissolution or winding-up be shared among Series A preferred
     stock, Series B preferred stock and Class A voting common stockholders
     without any distinction as to classes, as on an as-if-converted to Class A
     common stock.

         In addition to the above capital restructuring, the Company's Board of
Directors voted to eliminate the Company's accumulated deficit as of June 30,
2003 by a corresponding decrease of the additional paid-in capital.

         The agreements as amended between the Company and the National Bank of
Canada governing the CED Term Loan, the Jukebox Term Loan and the Line of
Credit, each contain a covenant that requires the Company to maintain a minimum
net stockholders' equity, as defined in the agreement, of $8,000,000 and a
minimum debt to equity ratio of 1.5 to 1. If the Company fails to comply with
these covenants, the National Bank of Canada has the right to demand full
repayment of the loans outstanding under the CED Term Loan and the Jukebox Term
Loan, as well as any funds drawn down on the Line of Credit. See Part II, Item 3
below for a discussion regarding the Company's failure as at September 30, 2003
to comply with the terms of a covenant regarding net shareholders' equity set
forth in the agreements with the National Bank of Canada governing the Company's
term loan facilities and operating line of credit. More specifically, this
covenant required the Company to maintain a net shareholders' equity amount, as
defined



                                       19
<PAGE>

in the agreements, of at least $8 million. Subsequent to September 30,
2003, the Company was successful in obtaining an amendment from the Bank
reducing this covenant to $7,500,000.

         The Company has contractual obligations totaling approximately
$2,988,000. These relate to payments due under the Company's long-term debt
obligations described above, capital lease obligations, and operating leases.
The capital leases are principally for computer equipment, while the operating
leases are primarily related to office space.

<TABLE>
<CAPTION>
      -----------------------------------------------------------------------------------------------------------
                                                               PAYMENTS DUE BY PERIOD
                                     ----------------------------------------------------------------------------
      CONTRACTUAL OBLIGATIONS                      TOTAL        LESS THAN 1 YEAR(1)          MORE THAN 1 YEAR(2)
      -----------------------------------------------------------------------------------------------------------
      <S>                                      <C>              <C>                          <C>
      BANK INDEBTEDNESS                          850,000                    850,000                            -
      -----------------------------------------------------------------------------------------------------------
      LONG TERM DEBT(3)                        1,153,664                  1,153,664                            -
      -----------------------------------------------------------------------------------------------------------
      CAPITAL LEASE OBLIGATIONS                        -                          -                            -
      -----------------------------------------------------------------------------------------------------------
      OPERATING LEASES                           983,887                    264,159                      719,728
      -----------------------------------------------------------------------------------------------------------
      TOTAL CONTRACTUAL CASH
      OBLIGATIONS                              2,987,551                  2,267,823                      719,728
      -----------------------------------------------------------------------------------------------------------
</TABLE>
      (1) Refers to "less than 1 year" from October 1, 2003.
      (2) Refers to "more than 1 year" from October 1, 2003.
      (3) The long-term debt refers to the Company's obligations under the CED
          Term Loan and the Jukebox Term Loan.

         The Company's capital requirements may vary based upon the success of
its Digital Jukeboxes, competitive developments or if its anticipated cash flow
from operations is less or more than expected and its development plans or
projections change or prove to be inaccurate. If any of the Company's material
assumptions prove to be wrong, or if management has failed to account for
material contingencies, the Company may not be able to satisfy these capital
requirements.

         The Company's ability to continue as a going concern is dependent
principally on its ability to achieve profitable operations, continue to
generate positive cash flows from operations, comply with its debt covenants,
obtain the continued support of its principal stockholders and repay its
debts as they become due. The outcome of these matters cannot be predicted at
this time.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of September 30, 2003, that the
Company's disclosure controls and procedures (as defined in Rule 13a-14 of the
Exchange Act) are effective in ensuring that all material information required
to be disclosed in this quarterly report has been made known to them in a timely
fashion. There have been no significant changes in the Company's internal
controls or in other factors, or any corrective actions with regard to
significant deficiencies and material weaknesses that could significantly affect
these controls subsequent to the date of their evaluation.


                                       20
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

           The Company is currently in a dispute with Ecast Inc. and Rowe
International Inc., competitors of the Company, over whether Ecast and Rowe are
infringing the Company's U.S. Patent No. 6,308,204, which covers a digital
jukebox system that allows for the jukebox operating software to be updated
remotely. The dispute also involves Ecast's and Rowe's allegations that the
Company engaged in unfair competition and intentional interference with
contract, as well as Ecast's and Rowe's allegation that U.S. Patent No.
6,308,204 is invalid. The dispute further involves Ecast's request for a
declaration from the Court that U.S. Patent No. 6,308,204 is unenforceable. In
August 2003, the Court denied an attempt by Ecast and Rowe to obtain summary
judgment of non-infringement of U.S. Patent No. 6,308,204 The parties have
submitted additional motions for summary judgment, which are currently pending.
The patent claims with respect to Rowe have been stayed as a result of Rowe's
bankruptcy proceedings. Ecast and Rowe have dismissed with prejudice their
unfair competition and intentional interference with contract claims against the
Company. For more information regarding this dispute, see note 8 of the
Financial Statements contained in Part I of the Company's Form 10-QSB for the
period ended September 30, 2003.

         The Company has resolved a dispute with the American Society of
Composers, Authors and Publishers ("ASCAP") and Broadcast Music Inc. ("BMI"),
organizations representing performance rights for musical composers and authors.
The Company remains involved in a dispute with the Society of European Stage
Authors and Composers ("SESAC"}. For more information regarding this dispute,
see note 8 of the Financial Statements contained in Part I of the Company's Form
10-QSB for the period ended September 30, 2003.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES


         The agreements between the Company and the National Bank of Canada (the
"Bank") governing the CED Term Loan, the Jukebox Term Loan, and the Line of
Credit, each as defined in Note 5 to the Company's financial statements set
forth in Item 1 of this Form 10-QSB, contain a covenant that requires the
Company to maintain a net shareholders' equity, as defined the agreement, of at
least $8 million (the "Covenant"). If the Company fails to comply with the
Covenant, the Bank has the right to demand full repayment of the loans
outstanding under the CED Term Loan and the Jukebox Term Loan, as well as any
funds drawn down on the Line of Credit. As of September 30, 2003, approximately
$1,155,000 (in the aggregate) is outstanding under the CED Term Loan and the
Jukebox Term Loan and the Company has drawn down $850,000 on the Line of Credit.

         As at September 30, 2003, the Company had not satisfied the terms of
the Covenant. However, subsequent to September 30, 2003, the Company was
successful in obtaining an amendment from the Bank reducing this covenant to
$7,500,000.



ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The exhibits listed on the Index of Exhibits of this quarterly report
          are included in this filing or incorporated herein by reference to
          other filings, as specified in the Index of Exhibits.

     (b)  The Company has not filed any reports or Form 8-K for the three month
          period ended September 30, 2003




                                       21
<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.

                                    TOUCHTUNES MUSIC CORPORATION


Dated: November 19, 2003            By: /s/ John Perrachon
                                        ----------------------
                                        John Perrachon
                                        Chief Executive Officer, President
                                        and Director


Dated: November 19, 2003            By: /s/ Matthew Carson
                                        ------------------
                                        Matthew Carson
                                        Vice President Finance and
                                        Chief Financial Officer (Principal
                                        Financial Officer)




                                       22
<PAGE>




                                CERTIFICATIONS

I, John Perrachon, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of  TouchTunes
         Music Corporation;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

              (a) Designed such disclosure controls and procedures, or caused
              such disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

              (b) Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

              (c) Disclosed in this report any change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

              (a) All significant deficiencies and material weaknesses in the
              design or operation of internal control over financial reporting
              which are reasonably likely to adversely affect the registrant's
              ability to record, process, summarize and report financial
              information; and

              (b) Any fraud, whether or not material, that involves management
              or other employees who have a significant role in the registrant's
              internal control over financial reporting.



Date: November 19, 2003
                                 /s/ John Perrachon
                                 ------------------
                                 John Perrachon
                                 Chief Executive Officer, President and Director




                                       23
<PAGE>


                                 CERTIFICATIONS

I, Matthew Carson, certify that:

6.       I have reviewed this quarterly report on Form 10-QSB of TouchTunes
         Music Corporation;

7.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

8.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

9.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

              (a) Designed such disclosure controls and procedures, or caused
              such disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

              (b) Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

              (c) Disclosed in this report any change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

10.      The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

              (a) All significant deficiencies and material weaknesses in the
              design or operation of internal control over financial reporting
              which are reasonably likely to adversely affect the registrant's
              ability to record, process, summarize and report financial
              information; and

              (b) Any fraud, whether or not material, that involves management
              or other employees who have a significant role in the registrant's
              internal control over financial reporting.



Date: November 19, 2003

                             /s/ Matthew Carson
                             ------------------
                             Matthew Carson
                             Vice President Finance and Chief Financial Officer





                                       24
<PAGE>


                                INDEX OF EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
NUMBER                              DESCRIPTION


<S>       <C>
3 (i)     Third Amended and Restated Articles of Incorporation. Reference is
          made to Exhibit 4.1 of the Company's Report on Form 8-K filed on June
          13, 2003, which Exhibit is incorporated herein by reference.

3 (ii)    Amended and Restated Bylaws. Reference is made to Exhibit 3.1 of the
          Company's Annual Report on Form 10-KSB (Amendment No. 1) for the
          fiscal year ending December 31, 2001, filed on April 16, 2002, which
          Exhibit is incorporated herein by reference.

4.1       Terms of Class A Voting Common Stock, included as part of Exhibit 4.1
          of the Company's Report on Form 8-K filed on June 13, 2003, which
          Exhibit is incorporated herein by reference.

4.2       Terms of Series A Preferred Stock, included as part of Exhibit 4.1 of
          the Company's Report on Form 8-K filed on June 13, 2003, which Exhibit
          is incorporated herein by reference.

4.3       Terms of Series B Preferred Stock, included as part Exhibit 4.1 of the
          Company's Report on Form 8-K filed on June 13, 2003, which Exhibit is
          incorporated herein by reference.

4.4       Terms of Series C Preferred Stock, included as part of Exhibit 4.1 of
          the Company's Report on Form 8-K filed on June 13, 2003, which Exhibit
          is incorporated herein by reference.

31.1      Certification of John Perrachon pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
          (filed herewith).

31.2      Certification of Matthew Carson pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
          (filed herewith).

32.1      CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included
          herewith solely for the purposes of Section 906).

32.2      CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included
          herewith solely for the purposes of Section 906).
</TABLE>



                                       25