FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 2-96392-A
TRIANGLE IMAGING GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2493183
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
12 South Penataquit Avenue, Bay Shore, New York 11706
(Address of Principal Executive Office) (Zip Code)
516-666-6890
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of registrant's Common Stock, $.0007 par value, outstanding
as of September 30, 1996 was 3,957,165 shares.
<PAGE>
TRIANGLE IMAGING GROUP, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheet - September 30, 1996 and December 31, 1995............................. 1
Statement of Operations - For the Three Months and Nine Months Ended
September 30, 1996 and 1995.......................................................... 2
Statement of Cash Flows - For the Nine Months Ended
September 30, 1996 and 1995.......................................................... 3
Notes to Financial Statements........................................................ 4
Item 2. Management's Discussion and Analysis................................................. 5
PART II - OTHER INFORMATION............................................................................. 6
SIGNATURES............................................................................................. 7
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TRIANGLE IMAGING GROUP, INC.
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------------ ------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 286 $ 1,371
================== ==================
LIABILITIES AND DEFICIT IN ASSETS
CURRENT LIABILITIES:
Accrued expenses $ 51,630 $ 32,211
Due to stockholders - 15,000
------------------ ------------------
51,630 47,211
------------------ ------------------
DEFICIT IN ASSETS:
Preferred stock, no par,
authorized 1,000,000 shares: 100,000 shares
issued and outstanding 10,000 10,000
Common stock, $.0007 par value,
authorized 100,000,000 shares: 3,957,165 and 1,507,126
issued and outstanding 2,771 2,445
Paid-in capital 1,548,200 1,481,774
Accumulated deficit (1,600,200) (1,527,944)
Treasury stock - at cost (12,115) (12,115)
------------------ ------------------
TOTAL DEFICIT IN ASSETS (51,344) (45,840)
------------------ ------------------
$ 286 $ 1,371
================== ==================
</TABLE>
See notes to financial statements.
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TRIANGLE IMAGING GROUP, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------- -----------------------------------
1996 1995 1996 1995
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
---------------- ---------------- ---------------- ----------------
EXPENSES:
Non-cash imputed compensation expense - - 13,250 388,000
Operating 14,210 5,920 24,006 60,117
Litigation settlement 35,000 - 35,000 -
---------------- ---------------- ---------------- ----------------
49,210 5,920 72,256 448,117
---------------- ---------------- ---------------- ----------------
NET (LOSS) $ (49,210) $ (5,920) $ (72,256) $ (448,117)
================ ================ ================ ================
NET (LOSS) PER SHARE $ (0.01) $ (0.00) $ (0.02) $ (0.38)
================ ================ ================ ================
WEIGHTED AVERAGE SHARES OUTSTANDING 3,907,165 1,507,125 3,748,276 1,167,959
================ ================ ================ ================
</TABLE>
See notes to financial statements.
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<PAGE>
TRIANGLE IMAGING GROUP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------------
1996 1995
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (72,256) $ (448,117)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Non-cash imputed expenses 48,250 388,000
Changes in assets and liabilities:
Increase (decrease) in due to shareholders (15,000) 49,821
Increase (decrease) in accrued expenses 19,421 10,306
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES (19,585) 10
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock to cancel indebtedness 18,500 -
---------------- ----------------
NET INCREASE (DECREASE) IN CASH (1,085) 10
CASH - BEGINNING OF PERIOD 1,371 -
---------------- ----------------
CASH - END OF PERIOD $ 286 $ 10
================ ================
</TABLE>
See notes to financial statements.
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<PAGE>
TRIANGLE IMAGING GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying financial statements reflect all adjustments
which, in the opinion of management, are necessary for a fair
presentation of the financial position for the interim period
presented.
Certain financial information which is normally included in
financial statements prepared in accordance with generally accepted
accounting principles, but which is not required for interim reporting
purposes has been condensed or omitted. The accompanying financial
statements should be read in conjunction with the financial statements
and notes thereto as of December 31, 1995 contained in the Company's
Annual Report on Form 10- KSB.
2. EARNING (LOSS) PER SHARE
Per share information is computed based on the weighted
average number of shares outstanding during the period.
3. LITIGATION SETTLEMENT
During the three months ended September 30, 1996 a total of
350,000 shares of common stock were issued as an out of court
settlement in the lawsuit by Medical Literature Review against
Triangle. Such shares were valued at their market value (bid price) on
the date of issuance resulting in a non-cash charge to income of
$35,000.
4. SHARES ISSUED TO CANCEL INDEBTEDNESS
In September 1996 the Company issued 350,000 shares of common
stock to its Chairman/President in exchange for the cancellation of
indebtedness totaling $18,500.
5. CANCELLATION OF SHARES
During the three months ended September 30, 1996 a total of
500,000 shares of common stock were canceled. Since these shares were
issued as part of the consideration for the "Transfer of Technology
Agreement" between Triangle and Pegasus Technologies, the Board of
Directors has determined that these shares are canceled due to the
"Recision Agreeement" concerning the Technology Transfer Agreement.
-4-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
A total of 350,000 shares of common stock were issued as an out of
court settlement in the lawsuit by Medical Literature Review against Triangle
during the quarter ended September 30, 1996. Such shares have been valued at
their market value (bid price) on the date of issuance.
During the three months ended September 30, 1996, the Company incurred
a net loss of $49,210 which consisted of a non-cash imputed charge to income of
$35,000 for the shares issued to Medical Literature Review and general and
administrative expenses of $14,210. The loss for the nine months ended September
30, 1996 was $72,256 which is attributable to $48,250 of non-cash imputed
charges and $24,006 in general and administrative expenses.
Liquidity and Capital Resources
As of September 30, 1996, the Company had $286 in cash. During the nine
months ended September 30, 1996, a principal shareholder funded a portion of the
Company's expenses through short-term non-interest bearing advances.
A total of 350,000 shares of common stock were issued to the Company's
Chairman/President in exchange for the cancellation of indebtedness.
-5-
<PAGE>
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
None.
B. Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRIANGLE IMAGING GROUP, INC.
Date:10/30/1996 By:s\ Vito Bellezza_______
Vito Bellezza
President
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<CIK> 0000764763
<NAME> TRIANGLE IMAGING GROUP, INC.
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<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 286
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<CURRENT-LIABILITIES> 51630
<BONDS> 0
0
10,000
<COMMON> 2771
<OTHER-SE> (64,115)
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<EPS-PRIMARY> (.02)
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