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 June 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 June 30, 1996 was 3,757,165 shares.
<PAGE>
TRIANGLE IMAGING GROUP, INC.
INDEX
Page
Number
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheet - June 30, 1996 and December 31, 1995.................. 1
Statement of Operations - For the Three Months and Six Months Ended
June 30, 1996 and 1995............................................... 2
Statement of Cash Flows - For the Three Months and Six Months Ended
June 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
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TRIANGLE IMAGING GROUP, INC.
BALANCE SHEET
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS:
Cash $ 354 $ 1,371
---------- ----------
LIABILITIES AND DEFICIT IN ASSETS
CURRENT LIABILITIES:
Accrued expenses $ 40,488 $ 32,211
Due to stockholders 15,500 15,000
---------- ----------
55,988 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: 3,757,165 and 1,507,126
issued and outstanding 2,631 2,445
Paid-in capital 1,494,840 1,481,774
Accumulated deficit (1,550,990) (1,527,944)
Treasury stock - at cost (12,115) (12,115)
---------- ----------
TOTAL DEFICIT IN ASSETS (55,634) (45,840)
---------- ----------
$ 354 $ 1,371
---------- ----------
</TABLE>
See notes to financial statements.
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<PAGE>
TRIANGLE IMAGING GROUP, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
---------- ---------- ---------- ----------
EXPENSES:
Non-cash imputed compensation expense (Note 3) - 35,500 13,250 388,000
Operating 4,349 39,028 9,796 43,892
---------- ----------
NET (LOSS) $ (4,349) $ (74,528) $ (23,046) $ (431,892)
---------- ---------- ---------- ----------
NET (LOSS) PER SHARE $ (0.00) $ (0.06) $ (0.01) $ (0.43)
---------- ---------- ---------- ----------
WEIGHTED AVERAGE SHARES OUTSTANDING 3,757,165 1,287,126 3,668,831 998,376
---------- ---------- ---------- ----------
</TABLE>
See notes to financial statements.
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<PAGE>
TRIANGLE IMAGING GROUP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 23,046) $ (431,892)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Non-cash imputed compensation 13,250 388,000
CHANGES IN ASSETS AND LIABILITIES:
Increase (decrease) in due to shareholders 500 36,202
Increase (decrease) in accrued expenses 8,279 7,700
---------- ----------
NET INCREASE (DECREASE) IN CASH (1,017) 10
CASH - BEGINNING OF PERIOD 1,371 -
---------- ----------
CASH - END OF PERIOD $ 354 $ 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. NON-CASH IMPUTED COMPENSATION EXPENSE
A total of 710,000 shares of common stock were issued for
services during the quarter ended June 30, 1995. Such shares were
valued at their market value (bid price) on the date of issuance
resulting in a non-cash charge to income of $35,500.
4. REVERSE STOCK SPLIT
On April 7, 1995 the Company declared a one for ten reverse
stock split. All common stock data has been restated to reflect this
recapitalization.
-4-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
A total of 710,000 shares of common stock were issued for services
during the quarter ended June 30, 1995. Such shares have been valued at their
market value (bid price) on the date of issuance.
During the three months ended June 30, 1996, the Company incurred a net
loss of $4,349 which consisted of general and administrative expenses. During
the three months ended June 30, 1995, the Company incurred a net loss of $74,528
which consisted of $35,500 of non-cash imputed compensation and $39,028 of
general and administrative expenses, a substantial portion of which were related
to the activities surrounding the aborted acquisition of Pegasus Technologies,
Inc. The loss for the six months ended June 30, 1996 was $23,046 which is
attributable to $13,250 of non-cash imputed compensation expense and $9,796 in
general and administrative expenses. The loss for the six months ended June 30,
1995 was $431,892 which is attributable to $388,000 of non-cash imputed
compensation expense and $43,892 in general and administrative expenses.
Liquidity and Capital Resources
As of June 30, 1996, the Company had $354 in cash. During the six
months ended June 30, 1996, a principal shareholder funded a portion of the
Company's expenses through short-term non-interest bearing advances.
-5-
<PAGE>
PART II - Other Information
Item 6. Exhibit and Reports on form 8-K
A. Exhibits
None.
B. Report on Form 8-K
None.
-6-
<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
By:
Vito Bellezza
President
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