SecProbe.io

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Mail Stop 0407

      							May 16, 2005

Via U.S. Mail and Fax
Mr. Matthew Carson
Chief Financial Officer
Touchtunes Music Corporation
1800 East Sahara Avenue
Suite 107
Las Vegas, NV  89104

	RE:	Touchtunes Music Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 33-55254-447

Dear Mr. Carson:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Liquidity and Capital Resources, page 16
1. Your discussion of liquidity and capital resources fails to
provide a clear picture of your ability to generate cash and meet
existing and known or reasonably likely short- and long-term cash
requirements.  Revise your discussion to address these concerns.
You
should consider including an analysis of the factors contributing
to
the variability and uncertainties of your operating cash flows,
being
careful not to limit your presentation to a recitation of the
statement of cash flows.  For additional guidance, refer to Item
303
of Regulation S-K and the Commission`s Interpretive Release on
Management`s Discussion and Analysis of Financial Condition and
Results of Operation on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

Item 8.  Financial Statements, F-1

Location of Auditor, F-2
2. We note that your audit report was signed by an audit firm
based
in Montreal, Canada.  Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States, in light of the facts that the
majority
of your assets are located within; all of your 2004 revenue was
derived within, and your company was incorporated in the United
States.  In accordance with Article 2 of Regulation S-X, we
believe
that the audit report of a registrant (that is not a foreign
private
issuer) should ordinarily be rendered by an auditor licensed in
the
United States.  Further guidance may be found in Section 5.J of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at
http://www.sec.gov/divisions/corpfin/internatl/issues1004.htm.
Please tell us if you currently have plans to employ an audit firm
located in the United States to render an opinion for fiscal year
2005.  If not please tell us where your management offices are
located, where the majority of your accounting records are located
and where the majority of the accounting and finance functions are
performed.

Consolidated Statement of Operations, page F-5
3. It appears that the majority of your depreciation expense for
property and equipment is directly attributable to the generation
of
revenue.  If so, revise your presentation to comply with SAB 11:B,
as
applicable, by identifying the amount of applicable depreciation
and
amortization that is excluded from "cost of revenue."

Note 1.  Summary of Significant Accounting Policies, page F-8

      Revenue Recognition, page F-9
4. Tell us your basis for recognizing revenue from the sale of
jukeboxes upon shipment to customers.  Please tell us if the
jukeboxes are operational immediately upon delivery, or if they
require specialized installation and delivery.

Note 14.  Capital Restructuring, page F-18
5. We note that you effected a quasi-reorganization as of June 30,
2003 at June 30, 2004.  Please tell us in detail about the facts
and
circumstances that support your decision to effect such a
reorganization and your basis for accounting, including the
appropriate accounting literature or guidance.  Refer to SAB Topic
5S
and in your response, please respond to the following comments or
provide us with the information requested as appropriate:
* Tell us how you have complied with Section 210 of the
Codification
of Financial Reporting Policies for a quasi-reorganizations;
* in conjunction with the response to the prior bullet, tell us
how
you determined, and why you believe that all of your assets and
liabilities were stated at fair value as of the date of the
reorganization, and how you considered tax benefits of operating
loss
or tax credit carryforwards for financial reporting purposes that
existed as of the date of the quasi-reorganization when such tax
benefits were subsequently recognized for financial reporting
purposes;
* tell us why you believe it was appropriate to effect the
reorganization as of June 30, 2003, a date prior to the beginning
of
fiscal 2004;
* provide us with a schedule that shows us how you determined the
accumulated deficit elimination of $82,667,696 to be the
appropriate
amount, also considering that you reported a deficit of $511,910
after the reorganization;
* tell us about the facts that demonstrated a high probability
that
you would be profitable in the future; and
* tell us if your counsel supported this action with an opinion,
and
if so, provide us with a copy.

6. Provide us with a schedule that shows us how you calculated the
$39,265,940 effect of the beneficial conversion feature on the
Series
A and B preferred stock.

      Note 21.  Litigation, page F-25
Revise to clarify the nature of the contingency associated with
the
SESAC dispute and if you believe the possible loss or range of
losses
to be material to the company.  Tell us in more detail about the
dispute, and if SESAC has asked for specified damages, and what
you
believe to be your maximum exposure.

Rule 13a-14(a) Certifications

7. Please provide revised certifications so that these
certifications
conform exactly to the form of Rule 13a-14(a) certification set
forth
in Item 601(b)(31) of Regulation S-K.  We note that the
certifications provided by your officers with this Form 10-K
include
several changes from the form of Rule 13a-14(a) certification.

8. An extended compliance period applies to paragraph 4(b) and the
portion of the introductory language in paragraph 4 that refers to
the responsibility of the certifying officers for establishing and
maintaining the registrant`s internal control over financial
reporting.  Therefore, you may omit this language from your Rule
13a-
14(a) certifications until such time as this language is required.
However, your certifications also omit paragraph 4(d), which is
not
subject to an extended compliance period.  Revise to provide Rule
13a-14(a) certifications that include paragraph 4(d).  Please note
that when you correct your certifications, you will have to re-
file
your Form 10-K in its entirety.

9. Since you will be required to re-file your Form 10-K, please
note
that your certifications should be filed as Exhibits 31.1 and 31.2
in
accordance with Item 601(b)(31) of Regulation S-K.

*    *    *    *

      As appropriate, please amend your Forms 10-K and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363 or Carlos Pacho, Senior Assistant Chief Accountant, at
(202)
551-3810 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

							Sincerely,

							/s/ Larry Spirgel
							Assistant Director
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Mr. Mathew Carson
Touchtunes Music Corporation
May 16, 2005
Page 5

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

         DIVISION OF
CORPORATION FINANCE

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