TRIANGLE IMAGING GROUP INC
10QSB, 1996-08-08
MISCELLANEOUS AMUSEMENT & RECREATION
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                                   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 March 31, 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 March 31, 1996 was 3,757,165 shares.
<PAGE>

                          TRIANGLE IMAGING GROUP, INC.

                                      INDEX
                                                                            Page
                                                                          Number
PART I - FINANCIAL INFORMATION:

  Item 1.  Financial Statements

           Balance Sheet - March 31, 1996 and December 31, 1995............  1

           Statement of Operations - For the Three Months Ended
           March 31, 1996 and 1995.........................................  2

           Statement of Cash Flows - For the Three Months Ended
           March 31, 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>



                          TRIANGLE IMAGING GROUP, INC.

                                 BALANCE SHEET

                                  (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                             1996             1995
                                                          ----------       ----------
<S>                                                      <C>              <C>

ASSETS:
  Cash                                                   $        64      $     1,371
                                                          ----------       ----------
</TABLE>



                       LIABILITIES AND DEFICIT IN ASSETS
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>

CURRENT LIABILITIES:
  Accrued expenses                                       $    36,349      $    32,211
  Due to stockholders                                         15,000           15,000
                                                          ----------       ----------
                                                              51,349           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 10,000,000 shares: 3,757,165 and 797,126
  issued and outstanding                                       2,631            2,445
  Paid-in capital                                          1,494,840        1,481,774
  Accumulated deficit                                     (1,546,641)      (1,527,944)
  Treasury stock - at cost                                   (12,115)         (12,115)
                                                          ----------       ----------
       TOTAL DEFICIT IN ASSETS                               (51,285)         (45,840)
                                                          ----------       ----------

                                                         $        64      $     1,371
                                                          ----------       ----------


</TABLE>













                       See notes to financial statements.
                                      -1-

<PAGE>



             TRIANGLE IMAGING GROUP, INC. THE TRIANGLE GROUP, INC.

                            STATEMENT OF OPERATIONS

                            (Unaudited) (Unaudited)

<TABLE>
<CAPTION>

                                                         Three months ended
                                                              March 31,
                                                        1996            1995
                                                     ----------      ----------
<S>                                                 <C>             <C>

REVENUES                                            $     -         $     -
                                                     ----------      ----------

EXPENSES:
  Non-cash imputed compensation (Note 3)                 13,250         352,500
  Operating                                               5,447           4,864
                                                     ----------      ----------
                                                         18,697         357,364
                                                     ----------      ----------

NET (LOSS)                                          $   (18,697)    $  (357,364)
                                                     ----------      ----------

NET (LOSS) PER SHARE                                $     (0.01)    $     (0.50)
                                                     ----------      ----------

AVERAGE SHARES OUTSTANDING                            3,580,498         713,376
                                                     ----------      ----------

</TABLE>



























                       See notes to financial statements.
                                      -2-


<PAGE>

        TRIANGLE IMAGING GROUP, INC. See notes to financial statements.

                            STATEMENT OF CASH FLOWS

                                  (Unaudited)
<TABLE>
<CAPTION>


                                                          Three Months Ended
                                                               March 31,
                                                           1996            1995
                                                         ----------     ----------
<S>                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $  (18,697)    $  (357,364)
  Adjustments to reconcile net loss to net cash
      provided by operating activities:
          Non-cash imputed compensation                     13,250         352,500

CHANGES IN ASSETS AND LIABILITIES:
  Increase (decrease) in due to shareholders                   -             7,783
  Increase (decrease) in accrued expenses                    4,140           4,700
                                                         ----------     ----------
NET INCREASE (DECREASE) IN CASH                             (1,307)          7,619

CASH - BEGINNING OF PERIOD                                   1,371            -
                                                         ----------     ----------
CASH - END OF PERIOD                                    $       64     $     7,619
                                                         ----------     ----------
</TABLE>

























                       See notes to financial statements.
                                      -3-

<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 265,000  shares  and  105,000  shares of common  stock were
     issued for  services  during the quarters  ended March 31, 1996,  and 1995,
     respectively.  Such  shares  have been  valued at their  market  value (bid
     price) on the date of issuance  resulting in non-cash  charges to income of
     $13,250 and $352,500, respectively.

4.       REVERSE STOCK SPLIT

          On April 7, 1995 the  Company  declared  a one for ten  reverse  stock
     split.






                                       -4-

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS


Results of Operations

          A total of 265,000  shares  and  105,000  shares of common  stock were
     issued for  services  during the  quarters  ended  March 31, 1996 and 1995,
     respectively.  Such  shares  have been  valued at their  market  value (bid
     price) on the date of issuance.

          During the three months ended March 31, 1996,  the Company  incurred a
     net  loss of  $18,697  which  consisted  of  $13,250  of  non-cash  imputed
     compensation and $5,447 of general and administrative expenses.  During the
     three  months  ended March 31,  1995,  the  Company  incurred a net loss of
     $357,364 which consisted of $352,500 of non-cash  imputed  compensation and
     $4,864 of general and administrative expenses.

Liquidity and Capital Resources

          As of March 31, 1996, the Company had $64 in cash.


























                                       -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


                                       -7-



<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                         0000764763
<NAME>                        TRIANGLE IMAGING GROUP INC

<CURRENCY>                                     U.S.
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<EXCHANGE-RATE>                 1
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<CASH>                                         64
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               64
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 0
<CURRENT-LIABILITIES>                          51349
<BONDS>                                        0
                          0
                                    10000
<COMMON>                                       2631
<OTHER-SE>                                     (63916)
<TOTAL-LIABILITY-AND-EQUITY>                   64
<SALES>                                        0
<TOTAL-REVENUES>                               0
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               18697
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (18697)
<EPS-PRIMARY>                                  (.01)
<EPS-DILUTED>                                  (.01)
        


</TABLE>


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