SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT ON FORM 10-KSB
|X| Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
|_| Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____________________to______________________
Commission File No. 2-96392
TRIANGLE IMAGING GROUP, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2493183
- ----------------------------------- ---------------------------------
(State of or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4400 W. Sample Road, Suite 228
Coconut Creek, FL 33073
- ------------------------------------------ ------------
(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code: (954) 968-2080
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
Reports required to be filed by Sections 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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of the Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X|
Issuer's revenues for its most recent fiscal year were $5,508,267.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of such stock as of
March 31, 1998, was approximately $9,200,000.
Number of shares outstanding of the issuers Common Stock, as of March 31,
1998, was 9,618,616.
DOCUMENTS INCORPORATED BY REFERENCE: None
TRIANGLE IMAGING GROUP, INC.
Table of Contents
PAGE
PART I
Business..................................................................3
Properties................................................................8
Legal Proceedings.........................................................9
Submission of Matters to a Vote of Security Holders.......................9
PART II
Market for Registrant's Common Equity and Related Stockholder Matters....10
Management's Discussion & Analysis of Financial Condition
& Results of Operations............................................10
Financial Statements and Supplementary Data..............................12
Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure...........................................12
PART III
Directors and Executive Officers of the Registrant........................13
Executive Compensation....................................................15
Security Ownership of Certain Beneficial Owners and Management............17
Certain Relationships and Related Transactions............................19
PART IV
Exhibits and Reports on Form 8-K..........................................20
PART I
Item 1. BUSINESS.
General
Triangle Imaging Group, Inc. (the "Company" or "Triangle") through its
Operating subsidiary creates software and provides services to the
mortgage lending and credit agency industries. In 1997, all of the
Company's business operations were conducted through Engineered Business
Systems, Inc. ("EBS"), a wholly owned subsidiary acquired by the Company
in December 1996. Since the acquisition of EBS, the Company has directed
its activities on developing software products and services for the
mortgage and credit industry. In furtherance of its business plan, the
Company intends to conduct operations through another wholly owned
subsidiary, QuickCREDIT Corp. ("QCC"), which was formed in February 1998
to acquire independently owned retail credit agencies. The Company is
also currently negotiating the acquisition of TriMax Systems Corp., a
provider of system integration and computer consulting services.
TriMax is a Lotus(R) and IBM(R) business partner marketing mid-range
computer systems and PC networks, in addition to being an authorized
Microsoft(R), Citrix(R) and Novell(R) Network reseller.
Engineered Business Systems, Inc.
EBS designs, develops, markets and supports a family of PC-based software
products for credit reporting and mortgage banking industries. EBS software
products include (i) the ACES(TM) Quality Control System, a quality assurance
program for mortgage lenders, (ii) the EBS Xchange(R), an automated merged
infile system with electronic data interchange (EDI) capabilities, and (iii)
the CRIS(R) Mortgage Reporting System, credit reporting software. In
addition to selling the ACES(TM) software program, EBS also provides ACES(TM)
Quality Control Solutions, an outsourcing service which uses ACES(TM)
software to assist mortgage banking institutions in their quality assurance
function.
In November 1997, EBS announced the introduction of three (3) new software
products, ACES 98 (a Windows 95 and Windows NT version of ACES(TM)), DESC(TM)
(Data Evaluation and Selection Criteria module) and COMPAREX(TM), a data
warehouse and comparison program.
In February 1998, EBS announced the creation and implementation of its new
consulting services division. The EBS Consulting Services Division, offers
clients extensive expertise in, among other things, mortgage quality
evaluation, program risk analysis, and operation reviews that focus on
maximizing revenue and reducing risk. It is critical for mortgage lenders
to establish and evaluate effective operating procedures while assessing
and managing risk inherent in the mortgage industry.
Historical Information
The Company was incorporated in December 1984 as Benefit Performances of
America, Inc. ("Benefit") to engage in the business of promoting concerts,
Shows and other entertainment productions. In April 1988, Benefit ceased
Operations and in September 1988 Benefit acquired all of the outstanding
stock of The Triangle Group, Inc., a data processing consulting and
software development firm. In November 1988, Benefit changed its name to
The Triangle Group, Inc. ("Triangle Group"). In September 1992, Triangle
Group concluded its business as a result of insufficient working capital.
From September 1992 to January 1993, the Company had no business
activities and Vito Bellezza, a minority stockholder, approached the
Board of Directors regarding the purchase of the shares of Common Stock
held by management and other insiders. In January 1994, Mr. Bellezza
acquired 2,970,000 shares of Common Stock, representing 52% of the
total shares of common stock outstanding. Mr. Bellezza then became the
Company's Chairman of the Board and Chief Executive Officer.
In April 1995, Triangle Group acquired Pegasus Technologies, Inc.
("Pegasus"), a company which purportedly owned cutting edge imaging
technology used for the inspection of aircraft. In May 1995, Triangle
Group, under the direction of the principal of Pegasus, changed its
name to the Company's current name, Triangle Imaging Group, Inc. After
discovering that Pegasus misrepresented its ownership rights to the
imaging technology, the Company rescinded the transaction and
cancelled the shares issued in connection therewith.
In December 1996, the Company paid an aggregate purchase price of $2,620,915
to acquire 760 shares of EBS common stock, or 95% of the total number of
shares of EBS common stock outstanding. The purchase price included the
payment of $896,000 in cash, 500,000 shares of Triangle Common Stock and
a promissory note in the principal amount of $1,600,000 (the "Note").
The Note (i) bears interest at the prime rate per annum (but no less than
8% and no more than 9% per annum), (ii) is payable monthly, (iii) is
secured by all assets of the Company, and (iv) requires a balloon payment
of $775,000 on February 1, 2000. In December 1997, the Company acquired
40 shares of EBS Common Stock (the remaining 5% of shares outstanding)
for an aggregate purchase price of $153,250.
The executive offices of the Company and EBS are located at 4400 W. Sample
Rd., Suite 228 Coconut Creek, Florida 33073 (Telephone (954) 968-2080).
Products and Services
ACES(TM)
ACES(TM) software has been created, developed and sold by EBS to assist
Mortgage lenders in assessing the accuracy of the information gathered
in connection with making a loan. When considering to lend funds, a
mortgage lender has potential borrowers complete a mortgage application.
From this application and other accumulated information, the lender
determines whether the applicant qualifies for a loan. As part of
this loan process, the lender must also assess whether the property
being purchased is of sufficient value to collateralize the loan. If
the information obtained regarding the potential borrower and the
property to be pledged as collateral satisfy certain lending criteria,
the loan can then be made by the mortgage lender. Frequently, the
mortgage lender then bundles a number of loans together and sells
the portfolio of loans to Fannie Mae, Freddie Mac, Federal Housing
Authority ("FHA"), Veterans Administration ("VA"), and other mortgage
investors.
In order to effect the sale of a mortgage portfolio, a lender, or loan
originator, must review the information compiled in connection with
originating the loan on a representative sample of loans in the
portfolio. ACES(TM) software simplifies this process greatly.
The ACES(TM) product enables each customer to perform quality control
reviews based upon the risk management philosophy determined by their
company. ACES(TM) provides either (i) a questionnaire, which the
customer may modify, or (ii) an exception based analysis. The
questionnaire enables the analyst reviewing the information gathered
during the origination of the loan to quickly and accurately determine
whether any information was omitted or misstated. ACES(TM) then
creates reverification letters for the application, employment,
deposits (source of funds), credit, and sometimes property appraisal.
The exception based analysis enables the reviewer to identify
specific exceptions, or items of concern.
ACES(TM) also contains a loan selection module which enables the user to
Select loans for review from the entire universe of loans originated,
with specific criteria or risk elements. This module randomly selects
loans to insure no undue bias.
ACES(TM) receives mortgage loan information in an ASCII comma delimited
Format created by the user from their loan origination system. This
provides automatic downloads of the loans each company originates and
reduces redundant duplicative data input. Alternatively, the customer
may manually input any or all of the loan detail elements.
EBS either sells or leases the ACES(TM) program. When a customer leases
ACES(TM) software the maintenance fee is included. When selling the
ACES(TM) program, the Company charges an additional annual software
maintenance fee.
At its ACES(TM) users' conference in November 1997, EBS introduced its
ACES 98 software. ACES 98, a Year 2000 compliant program, is a
Windows 95 and Windows NT based product which includes enhanced
reporting modules. These new reporting modules generate clearer
and more concise reports as well as trend information which was not
available in the previous versions of ACES(TM). As a result, ACES
98 functions more efficiently and effectively than earlier versions
of ACES(TM).
ACES(TM) Quality Control Solutions
In lieu of purchasing or leasing the ACES(TM) software product, mortgage
Lenders can outsource the quality review task to EBS. By using the
ACES(TM) software program, trained specialists at EBS analyze the
original file containing information compiled in connection with a
loan. EBS customers utilizing ACES(TM) Quality Control Solutions
include many of the largest mortgage companies nationwide. Pursuant
to the terms of a contract with its customers, EBS charges its
customers a fixed fee for each reviewed file.
EBS provides third party quality review services for professional reviews
Of Conventional, FHA, VA, Jumbo, and specialty mortgage loans. The
ACES(TM) Quality Control software also enables EBS to perform reviews
for various transactions, including preliminary reviews prior to funding,
post lending reviews and reviews of portfolios in connection with
acquisitions or divestitures.
DESC(TM)
In the Fall of 1997, EBS introduced DESC(TM) (Data Evaluation and Selection
Criteria module), a program which enables the customer to review certain
specific mortgages based upon user specified risk criteria. Used in
conjunction with the ACES(TM) software product, DESC(TM) will allow
mortgage lenders to maximize the benefit from quality review while
targeting problem areas. The Company believes that this will result
in greater efficiency for the mortgage lender because a more accurate
sample may be analyzed when trying to assess the overall quality of
a given portfolio.
COMPAREX(TM)
It is anticipated that COMPAREX(TM), a data warehousing and comparison
program, will be made available to the market in the summer of 1998.
EBS captures extensive information through its outsourcing services
and anticipates that it will also obtain information from its ACES(TM)
users. As a result, EBS believes that it will have very valuable data.
It is intended that this application will provide users access to
industry benchmarks against which customers will be able to assess
performance.
EBS Consulting Services
EBS Consulting Services, a new division formed in February 1998, will
Provide advice and counseling to mortgage companies. The Consulting
Services division employs some of the mortgage banking industry's
leading experts. By using the powerful ACES(TM) software program,
EBS consultants will help customers identify strengths and weaknesses
in their business. EBS believes that it will be able to suggest
value-added recommendations to improve performance and profits.
EBS Consulting Services will be led by Rebecca B. Walzak, CQM,
Vice President and General Manager, who previously served as
First Vice President of Chase Manhattan Mortgage Corporation, and
Mr. William M. Heyman, Senior Advisor at EBS, who was previously
the Senior Advisor for Government and Industry Relations with the
law firm of Winer, Brodsky, Sidman & Kider, P.C. located in
Washington D.C. and formerly Director of Lender Activity and
Program Compliance at HUD.
The Mortgage Institute
As a leading company in quality review for the mortgage lending industry,
EBS intends to launch The Mortgage Institute in the summer of 1998.
The Mortgage Institute will provide training and development to mortgage
lenders to assist them in enhancing and certifying them in their mortgage
lending process. The Mortgage Institute intends to offer counseling in
its classrooms, at the customers' premises and through correspondence
courses. Additionally, the Institute will offer continuing education
programs to maintain certification status.
CRIS(R)
CRIS(R) software has been created, developed and sold by EBS to assist
Credit agencies in compiling comprehensive credit reports for their
customers. To date, over 350 credit agencies have purchased the
personal computer based CRIS(R) program, each of which have also
entered into a software maintenance agreement with the Company.
The CRIS(R) program enables credit agencies through its built-in
communication software to access information from all three major
credit information repositories - Experian (formerly, TRW), Equifax
and TransUnion. CRIS(R) then automatically consolidates the credit
information obtained from these sources and creates a simplified,
comprehensive credit report. The program can then generate, upon
demand, letters requesting an explanation of information in the
report which requires clarification. In addition, CRIS(R) also
provides credit agencies with an accounts receivable and billing
system to charge their customers for reports generated by the
CRIS(R) program.
CRIS(R), a Year 2000 compliant program, is installed by EBS on a
customer's personal computer or sold pre-loaded on new computer
hardware.
EBS Xchange(R)
EBS also creates credit reports for its credit agency and mortgage lending
customers. Typically, a customer will need a credit report on an individual
usually because a lender is considering making a loan to such individual.
The credit agency will then request electronically through the EBS
Xchange(R) that a report be compiled on such individual. By using the
CRIS(R) program internally, EBS can generate and communicate a full credit
report to its customer in a few minutes. EBS charges a fee for compiling
each report and charges an additional fee if its credit agency customer
does not have its own account with each of the credit information
repositories.
Sales and Marketing
In order to service its customers, the Company presently employs a sales
Force of eight (8) sales representatives. These sales representatives
work on a salary plus commission basis and are responsible for placing
the Company's products with its principal customers, including commercial
banks, mortgage brokers, savings and loan associations, credit unions,
credit agencies and other lenders. The sales representatives are
supported by the Company's marketing services staff and seven (7)
technical customer service representatives.
In addition, customers acquire CRIS(R) and EBS Xchange(R) through referrals
to EBS or contacts through the sales organization. EBS derives revenue from
these products based upon sale of software and hardware, annual service
maintenance agreement payments, and monthly transactional fees.
Competition
The Company is aware of several software programs produced by private non-
mortgage banking companies which compete directly with ACES(TM). More
significantly, mortgage companies continually develop their own proprietary
software in-house. ACES(TM) Quality Assurance Outsourcing has competition
from many local, regional and national privately held companies.
The credit reporting industry is highly competitive. Many credit reporting
agencies have other software programs which generate credit reports from
information supplied by the credit information repositories. As a result,
both CRIS(R) and EBS Xchange(R) have significant competition.
Backlog
At December 31, 1997, EBS had no contract backlog. Revenues from sales are
recorded upon software delivery, hardware delivery, and training. EBS has
entered into one to two year contracts for services which obligate customers
to specific minimum transactions with EBS.
Employees
EBS currently employs approximately 73 people of which 8 are engaged in
sales, 6 are engaged in programming and 59 are involved in finance,
administration and processing. None of the employees are union members
and are not covered under any collective bargaining agreements.
EBS considers relations with its employees to be good.
Patents and Trademarks
The EBS Xchange(R) and QuickCREDIT(R) trademarks have been registered in
International Class 9 in the United States Patent and Trademark Office ("PTO")
and the Company has several applications for registration pending in the PTO.
Through the Company's four (4) year long use of the ACES(TM) trademark in the
United States in connection with computer software, the Company has also
acquired common law trademark rights in the ACES(TM) trademark. There can be
no assurance, however, that the Company will be able to effectively obtain
rights in the Company's mark throughout all the countries of the world. The
failure of the Company to protect such right from unlawful and improper
appropriation may have a material adverse effect on the Company's business,
financial condition and results of operation.
Insurance
The Company maintains insurance with respect to its properties and operations
in such form, in such amounts and with such insurers as is customary in the
businesses in which the Company is engaged. The Company believes that the
amount and form of its insurance coverage are adequate at the present time.
Research and Development
The Company's current research and development activities are focused on
enhancing the CRIS(R) and QuickCREDIT(R) software programs and on the
optimization of performance, design and extension of ACES(TM) and related
complimentary products. All of EBS' programmers are engaged in research and
development. Approximately 35% of the programming resources are spent on
developing and completing new products such as DESC(TM) and COMPAREX(TM).
QuickCREDIT Corp.
QuickCREDIT Corp. ("QCC") was formed by the Company as a wholly owned
subsidiary in February 1998 for the purpose of acquiring local credit
reporting agencies. Presently, EBS offers its CRIS(R) software and EBS
Xchange(R) services to credit agencies who in turn service their
customers. The Company believes that QCC can be successful in offering
its expertise and experience directly to end users. Mr. Van Saliba
holds the position of President of QCC and currently is President
and sole owner of Lumberman's Credit Association of Florida, a leading
commercial credit bureau specializing in the builder's market. The Company
expects that QCC will be successful in acquiring several credit agencies in
1998. As of March 31, 1998, QCC has not yet acquired any credit agencies,
however, it has entered into letters of intent to acquire certain credit
agencies.
TRIMAX SYSTEMS CORP.
In March 1998, the Company entered into a letter of intent to acquire
TriMax Systems Corp. ("TriMax"), a New York based, computer systems
integration firm.
Products and services offered by TriMax range from hardware, specialty
software, including E-Commerce and Lotus Notes, to consulting services.
TriMax services clients' needs from design and development to
implementation of advanced system solutions. TriMax also offers
service on new and existing systems and is a Lotus(R) and an IBM(R)
Business Partner, marketing mid-range computer systems and PC networks.
In addition, TriMax is an authorized Compaq(R), Microsoft(R), Citrix(R)
and Novell(R) Network re-seller and an Ironside Technologies Inc.
distributor and implementation consultant.
The Company believes that the acquisition of TriMax will complement its
existing operations. However, there can be no assurance that the Company
will be successful in consummating the acquisition of TriMax.
ITEM 2. PROPERTIES.
The Company leases a facility in Coconut Creek, Florida consisting of
approximately 8,300 square feet of office and research and development space.
The Company has a lease through May, 1998, at a base monthly rental of
approximately $6,561. Due to the Company's rapid expansion, management is
actively pursuing larger facilities for an anticipated move in the summer of
1998.
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries are not parties to any legal proceedings
which is expected to have a material adverse effect on the Company, its
business or its prospects.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's shares of Common Stock trades on the OTC Bulletin Board (the
"Bulletin Board") under the trading symbol "TRIG". The Common Stock is
regularly quoted and traded on the Bulletin Board.
As of March 31, 1998, there were 9,618,616 shares of Common stock issued and
outstanding with approximately 850 holders of record of the Company's Common
Stock with approximately 1250 beneficial owners.
The following table indicates the high and low bid prices for the Company's
Common Stock for the period up to December 31, 1997 based upon information
supplied by the Bulletin Board. Prices represent quotations between dealers
without adjustments for retail markups, markdowns or commissions, and may not
represent actual transactions.
HIGH ($) LOW ($)
--------- ---------
Calendar 1997 1.62 .35
January 1 through March 31 .87 .35
April 1 through June 30 1.00 .53
July 1 through September 30 .93 .56
October 1 through December 31 1.62 .80
HIGH ($) LOW ($)
--------- ---------
Calendar 1996
January 1 through March 31 .18 .15
April 1 through June 30 .15 .12
July 1 through September 30 .17 .09
October 1 through December 31 .40 .11
As of March 31, 1998, the closing bid price for the Company's Common Stock
was $2.56 per share.
The Company has never paid dividends on its shares of Common Stock and does
not expect to pay any in the immediate future. The future dividend policy
will depend on the Company's earnings, capital requirements, financial
condition and other factors considered relevant to the Company's ability
to pay dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION.
The Company's total revenues for the fiscal year 1997 were $5,508,267, which
is an increase of $5,206,071 over the Company's fiscal year 1996 revenues of
$302,196. The increase resulted primarily from a complete operational cycle,
based on the fiscal year of operations, from subsidiary, Engineered Business
Systems, Inc., as compared to the 1996 record of operations for the one
month period ending December 31, 1996. Reoccurring sales in the CRIS(R) and
ACES(TM) product lines constituted 49% of the Company's revenues in the
fiscal year 1997. Sales from the ACES(TM) product line contributed 10% of
the reoccurring sales for the fiscal year 1997 while the remaining 39% of
revenues contributed to reoccurring sales were derived from the CRIS(R)
product line. New sales of CRIS(R) products constituted 9% of the
Company's revenues for fiscal year 1997 and new sales of ACES(TM)
products comprised 8% of the revenues.
Outsourcing revenues accounted for approximately 28% of the Company's
revenues in fiscal 1997. Other income, including interest income,
comprised the remaining 6% of revenues for the 1997 fiscal year.
The cost of sales was $1,577,249 in fiscal 1997, which was an increase of
$1,525,545, over the Company's fiscal year 1996 cost of sales of $51,704.
Gross profit as a percentage of revenues was 71% in fiscal 1997. The
increase resulted primarily from a complete operational cycle, based on
the fiscal year of operations, from subsidiary, Engineered Business
Systems, Inc., as compared to the 1996 record of operations for the
one month period ending December 31, 1996.
Selling, general and administrative expenses were $2,753,406 in fiscal 1997
compared to $253,247, an increase of $2,500,159 an annualized decrease of
10%. The increase was primarily due to a complete operational cycle, based
on the fiscal year of operations, from subsidiary, Engineered Business
Systems, Inc., as compared to the 1996 record of operations for the one
month period ending December 31, 1996. Management also believes that the
increase in selling, general and administrative expenses was due to the
increased expenses associated with increased sales as well as continued
and increased investment in its product lines while the decrease on an
annualized basis was due to operational efficiencies. Non-cash
imputed compensation for the fiscal year 1997 was $138,158 compared to
$73,960 for fiscal 1996. The increase was due to the Company's issuance
of stock to new consultants for services necessary for the dynamic
growth of the company. The non-cash imputed compensation also allowed
additional funds to be invested in the Company's existing and developing
product lines.
The Company's net income in fiscal year 1997 includes non-cash expenses of
approximately $85,483 as compared to the $8,035 for fiscal year 1996. Such
expenses were incurred as a result of depreciation and amortization of
assets acquired with the acquisition of EBS as well as the goodwill created
in the acquisition. The increase of the non-cash expenses was again
primarily attributable to the differing length of reporting periods for
subsidiary Engineered Business Systems, Inc., due to its acquisition.
Interest expense was $110,182 in 1997, compared to $10,192 in the fiscal
year 1996, reflecting interest paid on an 8% promissory note of
$1,600,000. The promissory note was issued by the Company in connection
with the purchase of the EBS capital stock. Minority interest for the
fiscal year 1997 was $24,301 and reflects the 5% of EBS not then owned
by the Company.
The Company's net gain before any income tax provision for fiscal year
1997, was $819,488, compared to the net loss of $99,040 for the fiscal
year 1996. The increase in the net gain in fiscal year 1997 is
primarily attributable to a combination of all the factors discussed
above. The Company also had an income tax provision of $226,000, which
resulted from the realization of net operating loss carry forwards
recoverable in future years. The Company's final net income after tax
provisions was $1,045,488 for the fiscal year 1997 as compared to the
net loss of $99,040 for the fiscal year ending December 31, 1996.
The increase in the net gain in fiscal year 1997 is primarily
attributable to a combination of all the factors discussed above.
Liquidity and Capital Resources
The Company has funded its working capital and capital expenditure
requirements with cash provided from operations. The primary source
of cash receipts is from payments for CRIS(R), ACES(TM), and
outsourcing sales and accounts receivables.
At December 31, 1997, the Company had working capital of $525,009 as
compared to working capital of $200,264 at December 31, 1996. The
increase is due to the cash flow from the operations of EBS as well
as the issuance of common stock and common stock options.
Inflation
To date, inflation has not had a material effect on the Company's business.
The Company believes that the effects of future inflation may be minimized
by controlling costs and passing any effects of thereof onto the Company's
customers.
The Company is including the following cautionary statement in its Annual
Report on Form 10-KSB to make applicable and take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statements made by, or on behalf of The Company.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance and
underlying assumptions and other statements which are other than
statements of historical facts. Certain statements contained herein are
forward-looking statements and accordingly involve risks and
uncertainties which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements. The
Company's expectations, beliefs and projects are expressed in good faith
and are believed by the Company to have a reasonable basis, including
without limitations, management's examination of historical operating
trends, data contained in the Company's records and other data
available from third parties, but there can be no assurance that
management's expectations, beliefs or projections will result or be
achieved or accomplished. In addition to other factors and matters
discussed elsewhere herein, the following are important factors that,
in view of the Company, could cause actual results to differ
materially from those discussed in the forward-looking statements:
technological advances by the Company's competitors, changes in health
care reform, including reimbursement programs, capital needs to fund
any delays or extensions of research programs, delays in product
development, lack of market acceptance of technology and the
availability of capital on terms satisfactory to the Company.
The Company disclaims any obligation to update any forward-
looking statements to reflect events or circumstances after the
date hereof.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the Index to Financial Statements following Item 13 of this Annual Report
for a listing of the financial statements and supplementary data included as
part of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth certain information concerning the Company's
current directors and executive officers:
Name Age Position(s) with the Company
- -------------------------- ----- ------------------------------------
Vito A. Bellezza 59 Chairman of the Board and Chief
Executive Officer of the
Company and EBS
Harold S. Fischer 60 President of the Company and EBS
and Director of the Company
and EBS
J.D. Talton 30 Vice President - Finance of EBS
William R. Daniels 39 Vice President - Mortgage Services
and Director of EBS
Rebecca Walzak 49 Vice President and General Manager
of Consulting Services of EBS
Albert J. Briggs 64 Vice President - Product Development
of EBS
Van Saliba 40 President of QuickCREDIT Corp.
Peter J. Bellezza 63 Director of the Company
Franz A. Fideli 75 Director of the Company
Officers and directors are elected on an annual basis. The present terms
for each director will expire at the next annual meeting of shareholders
or at such time as a successor is duly elected. Officers serve at the
discretion of the Board of Directors.
Directors are not paid any fees for membership on the Board of Directors,
but are reimbursed for out-of-pocket expenses incurred in connection
with attending meetings. Vito Bellezza and Peter Bellezza are brothers.
Except for the foregoing, there are no family relationships between any
of the officers or directors.
The following is a biographical summary of the business experience of the
directors and executive officers of the Company:
Vito A. Bellezza Mr. Bellezza serves as CEO and Chairman of the Company,
and also serves as CEO of EBS, its operating subsidiary. Mr. Bellezza has
previously served as President of Omnicap Corp., a merchant banking firm
since June of 1993. Additionally, since 1981, Mr. Bellezza has served as
a President of Wealthmasters, a financial planning firm. Mr. Bellezza
has served as a licensed sales executive for US Life Equity Sales from
1980 to 1995 and currently for Redstone Securities as a sales
representative. Mr. Bellezza served as a sales representative of New
York Life Insurance Co from 1967 until 1996.
Harold S. Fischer Mr. Fischer has served as President of EBS since January
1997, and President of the Company since April 1997. From June 1995 to
December 1996, Mr. Fischer was the President of Turnkey Solutions, Inc.,
a marketing media replication and logistics firm. Previously, Mr.
Fischer served as Vice President with Wang Laboratories, Inc. from
December 1990 to May 1995 as a President of the Commercial Systems
Division of Unisys Corporation from June 1988 through December 1990.
Mr. Fischer has held various executive responsibilities with the
Unisys Corporation in his 30 year tenure there. Mr. Fischer also
serves as a Director of Triangle and EBS.
J.D. Talton has been EBS' Vice President of Finance since March, 1997 and
served as Controller for EBS since 1991. Mr. Talton holds bachelor's
degrees in Business Administration from Florida International
University (Finance) and Florida Atlantic University (Accounting).
William R. Daniels Vice President and Director of EBS, manages the Mortgage
Services of EBS, while directing corporate projects and visions. Prior to
EBS, Mr. Daniels managed the Quality Control function for J. I. Kislak
Mortgage Corporation. He chaired the Mortgage Bankers Association of
America's Quality Assurance Committee. Mr. Daniels has chaired the
California Mortgage Bankers Association's Mortgage Quality and
Compliance Committee. Mr. Daniels graduated from the Kellogg School
at Northwestern University with a Master's in Management, with honors.
He earned his undergraduate degree in Political Science from
Northwestern University.
Rebecca B. Walzak has been the Vice President and General Manager of EBS
Consulting Services since February 1998. From May 1994 to February 1998,
Ms. Walzak was with Chase Manhattan Mortgage Corp. in the position of
First Vice President - Quality Assurance. Previously, Ms. Walzak was
with Prudential Home Mortgage's Quality Control program from 1985 to
May 1994 as Regulatory, Compliance and Quality Control Officer. Ms.
Walzak currently serves as an executive board member of the Mortgage
Bankers Association Quality Assurance Committee.
Albert J. Briggs has been the EBS Vice President of Development since
February 1997. From 1986 to June 1991, Mr. Briggs was the Vice
President of Customer Support Programs with UNISYS Corp. From July
1991 to January 1997, Mr. Briggs was a consultant providing product
development services to various companies.
Van Saliba has been the President of QCC since its inception. Mr. Saliba
has been owner and President of Lumberman's Credit Association of Florida.
Previously, Mr. Saliba was a certified public accountant and auditor with
Deloitte and Touche, LLP.
Peter J. Bellezza Mr. Bellezza has served as a Director of the Company since
Prior to joining the Company, Mr. Bellezza served as President and
100% owner of Alpha Systems, Inc., a manufacturer and marketer of high
end vacuum valves, from 1968 to 1992. Mr. Bellezza has been a private
investor managing his portfolio since 1992.
Franz A. Fideli Mr. Fideli has served as a director of the Company since
1994. Mr. Fideli, a Professional Engineer, has served as President of
Arctic Contracting, a heating, ventilation and air conditioning firm
since 1985, and currently is owner of Fideli Associates Consulting.
Compliance with Section 16(a) of
The Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company during the year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were not satisfied.
Item 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows all the cash compensation paid or to be paid by
the Company to the Chief Executive Officer, and all officers who received
in excess of $100,000 in annual salary and bonus, for the fiscal years
ended December 31, 1997 and 1996:
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted LTIP All Other
Other Annual Stock Options/ Payouts Compensation
Name and Principal Position Year Salary($) Bonus($) Compensation Awards SARs(#) ($) ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vito A. Bellezza, CEO 1997 $120,000 $33,000 $ -0- -0- 200,000<F2> -0- <F1>
1996 10,000 $ - $ -0- -0- - -0- <F1>
Harold S. Fischer, President 1997 $120,000 $23,000 $ -0- -0- 200,000<F2> -0- <F1>
1996 $ - $ - $ -0- -
<FN>
<F1>
Does not include certain automobile expenses and other perquisites which in
the aggregate do not exceed the lesser of $50,000 or 10% of the named
executive officer's compensation.
<F2>
Includes 200,000 options exercisable at $.875 until October 31, 2002.
</FN>
</TABLE>
The following table sets forth certain information with respect to options
granted during the last fiscal year to the Company's Executive Officers
named in the above Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(a) (b) (c) (d) (e)
% of Total Options
Options/SARs
Number of Securities Granted Exercise or
Underlying Option/ to Employees in Base Price Expiration
Name SARs Granted (#) Fiscal Year (# Share) Date
- -------------------------------------------------------------------------------
Vito A. Bellezza 200,000 29% $ .875 10/31/2002
Harold S. Fischer 200,000 29% $ .875 10/31/2002
The following table sets forth certain information with respect to options
exercised during the fiscal year ended December 31, 1997, by the Company's
Executive Officers named in the Summary Compensation Table, and with respect
to unexercised options held by such person at the end of the fiscal year
ended December 31, 1997.
<TABLE>
Aggregate Option/SAR Exercises In Last Fiscal Year
And Fiscal Year-End Option/SAR Values
<CAPTION>
Aggregate Option/SAR Exercises In Last Fiscal Year
And Fiscal Year-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of Value of
Securities Underlying Unexercised
Unexercised Options/ In-the-Money
SARs at FY-End (#) Options/SARs at
Shares Acquired Value Exercisable/ FY-End Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Vito A. Bellezza 0 0 200,000 $100,000
Harold S. Fischer 0 0 200,000 $100,000
</TABLE>
Employment Agreements
As of January 7, 1998, the Company entered into a two (2) year employment
agreement with Vito Bellezza, pursuant to which Mr. Bellezza serves as the
Company's Chief Executive Officer. The agreement provides for Mr. Bellezza
to receive a salary of $156,000 per annum during the first year and an
annual increase as determined in the discretion of the Board of Directors.
The agreement also provides for the payment of a quarterly bonus in cash
to Mr. Bellezza based upon the Company achieving certain quarterly profit
targets. In addition, Mr. Bellezza has been granted the right to purchase
ten percent (10%) of the outstanding Common Stock of EBS if EBS (i) files
for an initial public offering, (ii) is acquired by another company, (iii)
in the event of the death of Mr. Bellezza or (iv) Mr. Bellezza terminates
his employment with the Company. Mr. Bellezza is also entitled to
reimbursement of business expenses including a car allowance of $800 per
month.
As of January 7, 1998, the Company entered into a two (2) year employment
agreement with Harold S. Fischer, pursuant to which Mr. Fischer serves as the
Company's President. The agreement provides for Mr. Fischer to receive a
salary of $156,000 per annum during the first year and an annual increase
as determined in the discretion of the Board of Directors. The agreement
also provides for the payment of a quarterly bonus in cash to Mr. Fischer
based upon the Company achieving certain quarterly profit targets. In
addition, Mr. Fischer has been granted the right to purchase ten percent
(10%) of the outstanding Common Stock of EBS if EBS (i) files an initial
public offering, (ii) is acquired by another company, (iii) in the event
of the death of Mr. Fischer or (iv) Mr. Fischer terminates his employment
with the Company. Mr. Fischer is also entitled to reimbursement of
business expenses including a car allowance of $800 per month.
Stock Option Plans and Agreements
In October 1997, the Board of Directors of the Company adopted the 1997
Employee Stock Option Plan (the "Employee Plan") and the 1997 Officers
and Directors Stock Option Plan (the "Directors Plan", collectively the
"1997 Plans"). The purpose of the 1997 Plans is to provide an incentive
and reward for those directors, executive officers and other key
employees in a position to contribute substantially to the progress and
success of the Company, to closely align the interests of such
individuals with the interests of stockholders of the Company by linking
benefits to stock performance and to retain the services of such
individuals, as well as to attract new key employees. In furtherance
of that purpose, the 1997 Plans authorizes the grant to directors,
executives and other key employees of the Company and its subsidiaries
of stock options. The 1997 Plans are expected to provide flexibility
to the Company's compensation methods, after giving due consideration
to competitive conditions and the impact of federal tax laws.
The maximum number of shares of Common Stock with respect to which awards
may be granted pursuant to the Director Plan is 600,000 shares and 200,000
shares pursuant to the Employee Plan. Shares issuable under the 1995 Plan
may be either treasury shares or authorized but unissued shares. The
number of shares available for issuance will be subject to adjustment to
prevent dilution in the event of stock splits, stock dividends or other
changes in the capitalization of the Company.
The 1997 Plans will be administered by a committee consisting of not less
than two (2) members of the Board of Directors who are "disinterested"
within the meaning of Rule 16b-3 promulgated under the Exchange Act and
"outside directors" within the meaning of Section 162(m) of the Code
(including persons who may be deemed outside directors by virtue of any
transitional rule which may be adopted by the Internal Revenue Service
implementing such Section). The Board will determine the persons to
whom awards will be granted, the type of award and, if applicable, the
number of shares to be covered by the award. During any calendar year
no person may be granted under the 1997 Plan, awards aggregating more
than 100,000 shares (which number shall be subject to adjustment to
prevent dilution in the event of stock splits, stock dividends or
other changes in capitalization of the Company).
At December 31, 1997, there were 2,775,000 outstanding options to purchase
shares of Common Stock at prices ranging from $.05 to $3.50 per share,
exercisable through December 31, 1999. Employee Stock Options outstanding as
of December 31, 1997 totaled 679,500.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of March 31, 1998
with respect to the beneficial ownership of the outstanding Common Stock
by (i) any holder of more than five (5%) percent; (ii) each of the
Company's officers and directors; and (iii) the directors and officers
of the Company as a group:
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<CAPTION>
Title of
Name and Address of Amount and Nature of Class or Percent
Beneficial Owner Beneficial Ownership <F1> Series of Class
- --------------------- ------------------------- ---------- ---------
<S> <C> <C> <C>
Vito A. Bellezza 4,286,150 <F2> Common 32.47%
3715 Turtle Run Blvd. #228 100,000 <F3> Cv. Pfd. 100%
Coral Springs, FL
33067
Peter J. Bellezza 247,500 Common 1.88%
4250 N A1A, Apt. 506
N. Hutchinson Island, FL 33449
Franz A. Fideli 257,500 <F4> Common 1.95%
820 Bird Bay Way
Venice, FL 34292
Charles Moche 1,120,000 Common 8.48%
196 Maple Street
Englewood, NJ 07631
Elaine Oppenheimer 500,000 <F5> Common 3.78%
466 Golf Course Dr.
Leonia, NJ 07605
Marc Oppenheimer 116,500 <F5> Common 0.88%
466 Golf Course Dr.
Leonia, NJ 07605
Steven Sherb 500,000 Common 3.78%
80 Coachman Place West
Muttontown, NY 11791
Harold S. Fischer 3,048,000 <F6> Common 23.09%
3691 Turtle Run Blvd. #435
Coral Springs, FL
33067
J.D. Talton 66,000 <F7> Common 0.50%
4400 West Sample Road
Suite 228
Coconut Creek, FL 33073
Albert J. Briggs 38,275 <F8> Common 0.29%
7571 Links Court
Sarasota, FL 34243
Rebecca Walzak 17,000 Common 0.12%
4400 West Sample Road
Suite 228
Coconut Creek, FL 33073
William R. Daniels 51,000 <F9> Common 0.38%
2088 Augusta
Ft. Lauderdale, FL 33326
Van Saliba 205,600 <F10> Common 1.55%
3081 NE 47th Street
Ft. Lauderdale, FL 33308
All Officers and Directors
as a Group 8,217,025 Common 62.25%
<FN>
<F1>Unless noted otherwise, all shares indicated as beneficially owned are
held of record by, and the right to vote and transfer such shares lies with
the person indicated.
<F2>Includes (i) 442,500 shares held of record by Judith Bellezza, the wife of
Mr. Bellezza, (ii) 1,000,000 shares of Common Stock issuable upon the exercise
of options at an exercise price of $.20 per share, (iii) 500,000 shares of
Common Stock issuable upon the exercise of options at an exercise price of
$.05 per share, (iv) 200,000 shares of Common stock issuable upon the exercise
of options at an exercise price of $.875 for a period of five years as part of
the Employee Stock Option Plan and (v) 500,000 shares of Common stock issuable
upon the exercise of options at an exercise price of $1.875 per share.
<F3>The convertible preferred shares owned by Mr. Bellezza are convertible
into 1.5 million common shares until March 26, 1998, thereafter into 1
million shares.
<F4>Includes 200,000 options exercisable until January 23, 1999 at a price of
$.20 per share.
<F5>Elaine Oppenheimer & Marc Oppenheimer are husband & wife.
<F6>Includes (i) 333,000 shares of Common Stock owned by Barbara Fischer, wife
of Harold S. Fischer, (ii) 200,000 shares of Common Stock issuable upon the
exercise of options at an exercise price of $.875 per share and (iii) 500,000
shares of Common stock issuable upon the exercise of options at an exercise
price of $1.875 per share.
<F7>Includes 40,000 shares of Common Stock issuable upon the exercise of
options at an exercise price of $.875 per share.
<F8>Includes 20,000 shares of Common Stock issuable upon the exercise of
options at an exercise price of $.875 per share.
<F9>Includes 40,000 shares of Common Stock issuable upon the exercise of
options at an exercise price of $.875 per share.
<F10>Includes 100,000 shares of Common Stock issuable upon the exercise of
options at an exercise price of $1.875 per share.
</FN>
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On August 22, 1995, the Company issued 100,000 shares of Class A Convertible
Preferred Stock to Vito Bellezza, the Company's Chairman of the Board and
Chief Executive Officer in exchange for the payment of $10,000. The shares
of Class A Convertible Stock are convertible into an aggregate of 1.5
million shares of the Company's Common Stock for a period of 2.5 years
from the date of issue and 1 million shares of Common Stock thereafter.
On October 31, 1995, the Company issued 720,000 shares of Common Stock to Mr.
Bellezza for consulting fees and expenses incurred by him and 280,000 shares
of Common Stock to Omnicap Corp., a corporation controlled by Mr. Bellezza,
for satisfaction of rent and other services provided by Omnicap.
On November 15, 1995, the Company issued 100,000 shares of Common Stock to Mr.
Bellezza for services rendered to the Company without compensation during 1995.
On September 4, 1996, the Company issued 350,000 shares of Common Stock to Mr.
Bellezza as compensation for settling an outstanding lawsuit against the
Company.
On October 31, 1996, the Company issued 275,000 shares of Common Stock to Mr.
Bellezza for services rendered to the Company without compensation during 1996.
On January 23, 1997, in exchange for an investment of $100,000 made by Mr.
Bellezza, the Company issued (i) a subordinated note in the amount of $50,000,
(ii) options to purchase 1,000,000 shares of the Company's Common Stock at an
exercise price of $.05 per share, and (iii) options to purchase 500,000 shares
of the Company's Common Stock at $.20 per share.
On October 30, 1997, the Company issued to each of Messrs. Bellezza and Harold
S. Fischer options under the Officers and Directors Stock Option Plan in the
amount of 200,000 shares exercisable for a period of five years at $.875 per
share.
During 1997, the Company issued an aggregate of 2,283,000 shares of Common
Stock to the Company President and Director, Harold S. Fischer and his wife
for the consideration of $743,700.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
3.1 Articles of Incorporation, as amended....... *
3.2 Bylaws, as amended.......................... *
4.1 Specimen Common Stock Certificate - incorporated *
* Incorporated by reference pursuant to Exchange Act Rule 12b-23.
(b) Reports on Form 8-K
None
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
Page
Number
INDEPENDENT AUDITORS' REPORT...............................................F-2
CONSOLIDATED BALANCE SHEET.................................................F-3
CONSOLIDATED STATEMENTS OF OPERATIONS......................................F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY............................F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS......................................F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..............................F-7-15
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Triangle Imaging Group, Inc. and Subsidiary
We have audited the consolidated balance sheet of Triangle Imaging Group, Inc.
and Subsidiary as of December 31, 1997 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years ended December
31, 1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Triangle Imaging Group, Inc.
and Subsidiary as of December 31, 1997, and the results of its operations and
its cash flows for the years ended December 31, 1997 and 1996 in conformity
with generally accepted accounting principles.
Mazars & Guerard, LLP
Certified Public Accountants
New York, New York
February 13, 1998 and March 10, 1998 as to Notes 1 and 7b
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 525,009
Accounts receivable, net of allowance for
doubtful accounts of $114,000 778,555
Prepaid expenses 38,489
Deferred tax asset 263,000
----------
TOTAL CURRENT ASSETS 1,605,053
EQUIPMENT 154,489
GOODWILL 1,639,704
DEFERRED TAX ASSET 130,000
OTHER ASSETS 644,023
-----------
$ 4,173,269
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $404,254
Deferred revenue 390,925
Due to stockholder 50,000
Deferred tax liability 34,000
Current portion of notes payable 400,000
-----------
TOTAL CURRENT LIABILITIES 1,279,179
NOTE PAYABLE 1,100,000
DEFERRED TAX LIABILITY 133,000
STOCKHOLDERS' EQUITY:
Preferred stock, Class A, $1.00 par, 1,000,000 shares
authorized, 10,000 shares issued and
outstanding 10,000
Common stock, $.001 par value, authorized
50,000,000 shares, 9,418,616 shares issued
and outstanding 9,418
Additional paid-in capital 2,915,059
Accumulated deficit (589,387)
Stock subscription receivable (526,300)
Deferred compensation (157,700)
-----------
TOTAL STOCKHOLDERS' EQUITY 1,661,090
-----------
$ 4,173,269
===========
See notes to consolidated financial statements.
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31,
-------------------------
1997 1996
----------- ------------
SALES $ 5,508,267 $ 302,196
COST OF SALES 1,577,249 51,704
----------- ------------
GROSS PROFIT 3,931,018 250,492
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,753,406 253,247
NON-CASH IMPUTED COMPENSATION EXPENSE 138,158 73,960
AMORTIZATION EXPENSE 85,483 8,035
----------- ------------
INCOME (LOSS) FROM OPERATIONS 953,971 (84,750)
INTEREST EXPENSE, net 110,182 10,192
----------- ------------
INCOME (LOSS) BEFORE MINORITY INTEREST 843,789 (94,942)
MINORITY INTEREST 24,301 4,098
----------- ------------
INCOME (LOSS) BEFORE INCOME TAX PROVISION 819,488 (99,040)
PROVISION FOR INCOME TAXES (226,000) -
NET INCOME (LOSS) $ 1,045,488 $ (99,040)
=========== ============
NET INCOME (LOSS) PER SHARE:
Basic $ 0.13 $ (0.03)
=========== ============
Diluted $ 0.11 $ (0.03)
=========== ============
NUMBER OF SHARES USED IN COMPUTATION:
Basic 8,224,044 3,956,415
=========== ============
Diluted 9,941,700 3,956,415
=========== ============
See notes to consolidated financial statements.
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1997
Preferred Stock Preferred Stock
Class A Class B Common Stock
---------------- ---------------- ------------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
BALANCE - December 31, 1995 10,000 $ 10,000 - $ - 3,492,166 $ 3,492
Shares issued for services - - - - 961,000 961
Shares issued for legal
settlement - - - - 350,000 350
Shares issued in
acquisition of EBS - - - - 500,000 500
Shares issued for
settlement of debt - - - - 350,000 350
Cancellation - - - - (500,000) (500)
Cancellation of
treasury stock - - - - - -
Sale of options - - - - - -
Shares sold - - 75,000 300,000 - -
Dividend payable - - - - - -
Net loss - - - - - -
------ ------ ------ ------ ------ ------
BALANCE - December 31, 1996 10,000 10,000 75,000 300,000 5,153,166 5,153
Shares issued for services - - - - 33,200 33
Shares issued for
deferred compensation - - - - 650,000 650
Shares sold - - - - 2,557,250 2,557
Conversion of
preferred stock - - (75,000) (300,000) 1,500,000 1,500
Shares issued for purchase
of minority interest - - - - 75,000 75
Shares purchased
and retired - - - - (550,000) (550)
Options issued for services - - - - - -
Amortization of
deferred compensation - - - - - -
Cash received on
stock subscription - - - - - -
Net income - - - - - -
Dividends paid - - - - - -
------ ------ ------ ------ ------ ------
BALANCE - December 31, 1997 10,000 $ 10,000 - $ - 9,418,616 $ 9,418
========= ========= ======= ======== ========= =========
Stock Total
Paid-In Accumulated Deferred Subscription Treasury Stockholders'
Capital Deficit Compensation Receivable Stock Equity
-------- ----------- ------------ ------------- -------- -------------
<C> <C> <C> <C> <C> <C>
1,480,727 $ (1,527,944) $ - $ - $ (12,115) $ (45,840)
96,199 - - - - 97,160
34,650 - - - - 35,000
34,500 - - - - 35,000
18,150 - - - - 18,500
500 - - - - -
(12,115) - - - 12,115 -
70,000 - - - - 70,000
- - - - - 300,000
- (2,000) - - - (2,000)
- (99,040) - - - 99,040
-------- ----------- ------------ ------------- -------- -------------
1,722,611 (1,628,984) - - - 408,780
17,065 - - - - 17,098
173,350 - (174,000) - - -
878,393 - - (768,700) - 112,250
298,500 - - - - -
53,175 - - - - 53,250
(278,035) - - - - (278,585)
50,000 - (50,000) - - -
- - 66,300 - - 66,300
- - - 242,400 - 242,400
- 1 ,045,488 - - - 1,045,488
- (5,891) - - - (5,891)
-------- ----------- ------------ ------------- -------- -------------
2,195,059 $ (589,387) $(157,700) $ (526,300) $ - $ 1,661,090
=========== ============= ============ ========== =========== ==============
</TABLE>
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
-------------------------
1997 1996
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,045,488 $ (99,040)
Adjustment to reconcile net income (loss)
to net cash provided by operating activities
(net of effects of acquisition):
Depreciation 142,203 7,445
Amortization of goodwill 85,483 8,035
Shares issued for services 83,398 73,962
Shares issued for legal settlement - 35,000
Minority interest 24,301 4,098
Changes in assets and liabilities:
Increase in accounts receivable (408,687) (39,994)
Decrease (increase) in prepaid expenses (7,214) (25,800)
Increase in deferred tax asset (393,000) -
Increase in other assets (366,226) -
Increase in accounts payable and
accrued expenses 133,079 33,963
Increase in deferred tax liability 167,000
Increase in deferred revenue 43,722 32,140
----------- ------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 549,547 29,809
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition,
net of cash acquired 10,000 (221,894)
Purchase of equipment (104,976) (12,522)
CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES (94,976) (234,416)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 354,650 -
Proceeds from sale of options - 50,000
Proceeds from sale of preferred stock - 300,000
Cost of purchasing and retiring stock (278,585) -
Dividends paid (5,891) -
Repayment of debt (200,000) -
Increase (decrease) in due to stockholders - 3,500
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (129,826) 403,500
----------- ------------
NET INCREASE IN CASH 324,745 198,893
CASH - BEGINNING OF YEAR 200,264 1,371
----------- ------------
CASH - END OF YEAR $ 525,009 $ 200,264
=========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 121,976 $ -
=========== ============
Taxes $ 8,000 $ -
=========== ============
Non cash financing and investing activities:
Issuance of common stock
in connection with
acquisition of EBS $ - $ 78,200
=========== ============
Issuance of common stock
for cancellation of debt $ - $ 18,500
=========== ============
Issuance of debt in connection
with acquisition of EBS $ - $1,600,000
=========== ============
Dividend payable $ - $ 2,000
=========== ============
Issuance of debt in connection
with purchase of minority interest $ 100,000 $ -
=========== ============
Shares subject to subscription
receivable $ 768,700 $ -
=========== ============
Issuance of common stock in
connection with purchase
of minority interest $ 53,250 $ -
=========== ============
Issuance of options for services $ 50,000 $ -
=========== ============
See notes to consolidated financial statements.
TRIANGLE IMAGING GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1. BUSINESS
Triangle Imaging Group, Inc. and Subsidiary (the "Company"), formerly
known as The Triangle Group, Inc., formerly Benefit Performance of
America, Inc. was incorporated under the laws of the State of Florida
on December 12, 1984. From 1992, during which the Company ceased its
previous business, through December 1996, the Company did not have
any operations. On December 2, 1996, the Company acquired 95% of the
outstanding stock of Engineered Business Systems, Inc. ("EBS") and on
December 31, 1997 the remaining 5% of EBS was purchased by the
Company (see Note 10). On February 27, 1998 the Company formed
QuickCREDIT Corp., a Florida corporation, for the purpose of
acquiring and developing Credit Reporting Agencies. On March 10,
1998 the Company announced a Letter of Intent to acquire TriMax
Systems, Corp., a New York based full service systems
integration firm.
EBS designs, develops and sells windows based software systems for both the
mortgage quality control and the credit reporting industries. Additionally,
the outsourcing division processes quality control files for mortgage banks.
QuickCREDIT Corp. was formed for the purpose of acquiring and consolidating
credit reporting companies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The financial statements include the accounts of the Company and its
subsidiary, EBS. All material intercompany transactions have been
eliminated.
Cash and Cash Equivalents
The Company classifies as cash equivalents highly liquid temporary
investments with an original maturity of three months or less when
purchased.
Equipment
Equipment is stated at cost and is depreciated over the estimated useful
lives of the assets using various accelerated methods which approximates
economic depreciation.
Goodwill
Goodwill resulting from the acquisition of EBS represents the excess of the
purchase price plus the acquisition costs over the fair value of the net
assets of EBS. Goodwill is amortized on a straight line basis over a
period of 20 years. The Company assesses the recoverability of this
intangible asset by determining whether the amortization of the goodwill
balance over its remaining life can be recovered through projected
undiscounted future cash flows of the acquired companies.
Revenue Recognition
Revenue from software sales is generally recognized upon execution of a sales
contract, the delivery of the software and completion of the major portion of
the contract requirement.
Research and Development
Research and development costs are expensed as incurred. These costs
primarily consist of fees paid for the development of the Company's
software.
Minority Interest
Minority interest represents the minority stockholders' proportionate share
of the equity in EBS which was 5%. In 1997, the Company purchased the
minority interest.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash, receivables,
and accrued expenses approximate fair value based on the short-term
maturity of these instruments.
Stock Based Compensation
The Company accounts for stock transactions in accordance with APB Opinion
No. 25, "Accounting For Stock Issued To Employees" and has adopted the
disclosure-only option under SFAS No. 123, as of December 31, 1995.
Accounting of Long - Lived Assets
The Company reviews long-lived assets, certain identifiable assets and any
goodwill related to those assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts
may not be recoverable. At December 31, 1997, the Company believes that
there has been no impairment of its long-lived assets.
Earnings (Loss) Per Share
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS No.
128"), which became effective for both interim and annual financial
statements for periods ending after December 15, 1997. FAS No. 128
requires a presentation of "Basic" and (where applicable) "Diluted"
earnings per share. Generally, Basic earnings per share are computed
on only the weighted average number of common shares actually outstanding
during the period, and the Diluted computation considers potential
shares issuable upon exercise or conversion of other outstanding
instruments where dilution would result. Furthermore, FAS No. 128
requires the restatement of prior period reported earnings per share
to conform to the new standard.
Software Development Costs
The Company has capitalized software costs included in Other Assets which
totaled $419,431 at December 31, 1997. The capitalization of such costs is
in accordance with SFAS No. 86. Amortization is computed on an individual
product basis and has been recognized for those products available for
market based on their estimated economic lives.
Accounting for Income Taxes
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
No. 109"). SFAS No. 109 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences
between the financial statements and tax basis of assets and
liabilities, and for the expected future tax benefit to be derived
from tax loss and tax credit carryforwards.
Concentration of Credit Risks
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivable.
Concentrations of credit risk with respect to trade receivables
include concentrations of trade account from software products users.
3. EQUIPMENT
Equipment at December 31, 1997 consisted of the following:
Estimated useful
lives
------------------
Computer hardware 5-7 $ 510,334
Computer software 5 140,751
Office furniture 7 68,479
Office equipment 5-7 111,574
--------
831,138
Less: Accumulated depreciation 676,649
--------
$ 154,489
4. DEFERRED REVENUE
At December 31, 1997, deferred revenue of $390,925 represents the unearned
portion of sales related to software maintenance agreements. Deferred
revenue is recognized as income on a straight - line basis over the
service contract terms which are generally for renewable twelve month
periods.
5. DUE TO STOCKHOLDER
Amounts due to stockholder are non-interest bearing advances which are
repayable on demand.
6. NOTES PAYABLE
On December 2, 1996 in connection with the acquisition of EBS, the Company
entered into a $1,600,000 promissory note with the former stockholders of
EBS. The note presently bears interest at a rate of 8 1/4% per annum with
the interest rate determined annually, at a rate per annum equal to the
Prime Rate less one quarter percent, with a minimum and maximum rate of
8% and 9% per annum, respectively. Payments of interest only were due
and payable on the first day of January, February, March and April 1997,
thereafter principal is payable in equal installments of $25,000 each,
together with interest, commencing in May 1997 through January 2000
when all outstanding principal and interest is due.
The note is secured by a Stock Pledge Agreement and a Security Agreement.
Under the Stock Pledge Agreement, the Company agreed to pledge all of
its stock of EBS as security for the note. Additionally, under the
Security Agreement, the note is collateralized by all assets of the
Company.
Principal payments under the note through January 2000 are as follows:
1998 $ 300,000
1999 300,000
2000 800,000
In December 1997, in connection with the purchase of the 5% minority
interest of EBS the Company entered into a promissory note for
$100,000 payable in four equal installments of $25,000 payable on
the fifteenth of each month from February through May 1998.
7. STOCKHOLDERS' EQUITY
a. In December 1996, the Company sold for $300,000, 75,000 shares of
Class B, $1.00 par value convertible preferred stock. The shares paid
cumulative dividends at the rate of 8% per year and were convertible into
1,500,000 shares of common stock. In May 1997, all such shares were
converted into 1,500,000 shares of common stock.
b. In April 1997, pursuant to stock subscription agreements, the
President of the Company, his wife, and the wife of the Chairman
subscribed to 2,333,000 shares of common stock for a total value of
$768,700. As of March 10, 1998, the amount was paid in full.
c. In July 1997, the Company purchased 500,000 shares of the Company's
common stock from the original sellers of EBS for $233,000. In December
1997, the Company purchased 50,000 shares of common stock on the open
market for $45,583. All said shares have been retired, and accordingly,
the costs have been charged against additional paid-in capital.
d. In December 1997, the Company entered into an agreement with the
individuals representing the minority interest of EBS. The agreement
provides for Triangle to purchase the minority interest of EBS in
exchange 75,000 shares of common stock and a note payable for $100,000.
8. INCOME TAXES
During the year ended December 31, 1997, the Company determined that the
realization of its net operating loss carryforwards was probable, and
accordingly, recorded the tax asset expected to be recovered in future
years. At December 31, 1997, the Company recorded a $393,000 deferred
tax asset with $263,000 recorded as a current asset, which represents
the portion of the net operating loss carryforward expected to be
utilized in the next twelve months. At December 31, 1997 the Company
recorded a $167,000 deferred tax liability with $34,000 recorded as
a current liability which represents the tax effects of the annual
amortization attributed to the temporary timing difference. The
following table gives the components of the Company's deferred tax
asset and liability at December 31, 1997:
Temporary difference - liability $ (167,000)
Net operating loss carryforward 393,000
The income tax provision consisted of the following:
Year Ended December 31,
--------------------------
1997 1996
--------- ----------
Deferred $ 226,000 -
========= ==========
The provision for income taxes (benefits) differs from the amount computed
by applying the statutory federal income tax rate to income (loss) before
income taxes as follows:
Year Ended December 31,
--------------------------
1997 1996
----------- -----------
Income tax (benefit) computed at statutory rate $ 287,000 $ (176,108)
State tax 41,000 -
Effect of permanent difference 74,000 35,000
Tax benefit not recognized - 141,108
Tax benefit recognized (628,000) -
---------- -----------
Provision for income taxes (benefit) $(226,000) $ -
========= ============
The Company has net operating loss carryforwards for tax purposes totaling
approximately $980,000 at December 31, 1997 expiring in the years 2005 to
2011. Substantially all of the carryforwards are subject to limitations on
annual utilization because there are "equity structure shifts" or "owner
shifts" involving 5% stockholders (as these terms are defined in Section
382 of the Internal Revenue Code), which have resulted in a more than 50%
change in ownership. The annual limitation is based on the value of EBS
as of the date of the ownership change multiplied by the applicable
Federal Long Term Tax Exempt Bond Rate. In April 1997 the Company
triggered a section 382 net operating loss limitation on the cumulative
net operating loss carryforwards. Utilization of such net operating
losses are limited to $650,000 per annum.
9. COMMITMENTS
The Company leases office space in Coconut Creek, Florida. At
December 31, 1997, the future minimum lease payments under the
operating leases which expire in May 1998 will be $31,000.
Rent expense was $79,869 for the year ended December 31, 1997
and $6,000 for the year ended December 31, 1996.
The Company has employment agreements with two officers and an
employee of the Company. The agreements expire in January 1998
and January 2000. Minimum commitments under these agreements
are as follows:
1998 $ 126,600
1999 26,600
2000 10,550
The agreements also provide for incentive bonuses based on profit criteria
and the payment of various expenses. In addition, the agreement with the
President and CEO of EBS entitles each of them to receive 10% of the
outstanding stock of EBS. Additionally, the Company has guaranteed the
sale of the Chairman's house in an amount equal to an MAI appraisal.
Effective July 1, 1997, the terms of the employment agreements with the
Company's President and Chairman were amended. For each, their ownership of
10% of EBS was replaced with options to purchase 10% of the shares of EBS.
Accordingly, the minority interest associated with their ownership was
reclassified against goodwill.
10. ACQUISITION
On December 2, 1996, 95% of the stock of EBS was acquired by the Company for
$896,000 in cash, a note payable to EBS's shareholders for $1,600,000 and
500,000 restricted shares of the Company's common stock with certain piggy
back registration rights and restrictions. EBS's shareholders also have
certain anti-dilution provisions and selling rights tied to the
President's personal stock holdings, which expire upon the earlier of
the a) registration of the restricted shares and the payment of all
obligations to the EBS's shareholders or b) on January 2, 2000 and
payment of all obligations to EBS's shareholders. The acquisition
of EBS has been accounted for as a purchase and accordingly, the
assets acquired and liabilities assumed have been recorded at their
estimated fair values which approximates book value. The following
table summarizes this acquisition:
Purchase Price, including acquisition costs $ 2,620,915
Liabilities assumed 454,159
Assets acquired (1,146,561)
--------------------
Goodwill $ 1,928,513
====================
Accumulated amortization on goodwill at December 31, 1997 was $93,518.
The results of operations for EBS for the period December 2, 1996 to December
31, 1996 are included in the accompanying consolidated financial statements
for the year ended December 31, 1996.
The following schedule combines the unaudited pro forma results of operations
of the Company and EBS for the year ended December 31, 1996 as if the
acquisition had occurred on January 1, 1996 and includes such adjustments
which are directly attributable to the acquisition. It should not be
considered indicative of the results that would have been achieved had
the acquisition not occurred or the results that would have been obtained
had the acquisition actually occurred on January 1, 1996.
Year Ended
December 31,
1996
-----------------
Net sales $3,296,325
Net income $ 155,027
Net income per share $ 0.04
Shares used in computation 3,956,415
In December 1997, the Company purchased the 5% minority interest of EBS for
75,000 shares of common stock and a note payable for $100,000. The common
stock was valued at its fair market value on the date of the agreement.
The total cost $153,250 was recorded as additional goodwill.
11. STOCK OPTIONS
In September 1997, the Company adopted two stock option plans authorizing the
issuance of options covering 900,000 shares of the Company's common stock.
Officers and Directors are eligible to participate in the Officers and
Directors Stock Option Plan covering 600,000 shares while key employees
are eligible to participate in the Employee Stock Option Plan covering
300,000 shares. Participants receive incentive stock options pursuant to
the Plan. Options granted under the Employee Stock Option Plan are
exercisable for a period of not more than ten years from the inception
of the Plan. Options granted under the Officers and Directors Stock
Option Plan are exercisable for a period of not more than five years
from the inception of the Plan. Selection of participants, allotment
of shares, determination of exercise price and other conditions of the
granting of options will be determined by the Company. Additionally, the
Plan provides that no options may be issued at an exercise price which
is less than the fair market value of the Company's common stock on the
date of grant.
The Company has outstanding stock options as follows:
Plan Options Non-Plan Options
------------------ ----------------------
Outstanding at December 31, 1996 - - 2,100,000 $.05-$.20
Option grants 680,000 $.875 750,000 $.625-$3.50
------------------ ----------------------
Outstanding at December 31, 1997 680,000 $.875 2,850,000 $.05-$3.50
================== ======================
At December 31, 1997, all of the 2,850,000 Non-Plan options were immediately
exercisable and the 680,000 Plan options are exercisable beginning September
1, 1998.
12. ACCOUNTING FOR EMPLOYEE STOCK OPTIONS
In fiscal 1996, the Company adopted the disclosure provisions SFAS No. 123,
"Accounting for Stock-Based Compensation". For disclosure purposes, the fair
value of options is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions used for
stock options granted during the years ended December 31, 1997 and 1996:
annual dividends of $0; expected volatility of 50%; risk-free interest
rate of 7% and expected life of five years. The weighted average fair
value of stock options granted during the years ended December 31, 1997
and 1996 was $.37 and $.07, respectively. If the Company had recognized
compensation cost for stock options in accordance with SFAS No. 123, the
Company's proforma net income (loss) and net income (loss) per share
would have been $522,378 and $.06 per share for the fiscal year ended
December 31, 1997 and $(259,948) and $(.07) per share for the fiscal
year ended December 1, 1996.
13. EARNINGS (LOSS) PER SHARE
The following is a reconciliation of the numerator and denominator underlying
the earnings per share computations:
For the Year ended December 31, 1997
Income Shares Per Share
(Numerator) (Denominator) Amount
Net Income $1,045,488
Preferred stock dividends (5,891)
Basic EPS:
Income available to
common shareholders $1,039,597 8,224,044 $.13
Effective of Dilutive Securities:
Options 1,417,656
Diluted EPS:
Income available to common
shareholders and assumed
conversions $1,039,597 9,641,700 $.10
========== ========= =====
Other potentially dilutive securities outstanding at December 31, 1997,
excluded from the computation because their effect is antidilutive,
include 1,280,000 shares issuable pursuant to outstanding options.
For the Year ended December 31, 1996
Income Shares Per Share
(Numerator) (Denominator) Amount
Net Income $ (99,040)
Preferred stock dividends (2,000)
Basic EPS:
Income available to
common shareholders $ (101,040) 3,956,415 $(.03)
=========== ========= ======
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.
Dated: Coconut Creek, Florida
April 14, 1998
TRIANGLE IMAGING GROUP, INC.
By: /s/ Vito A. Bellezza
Vito A. Bellezza
Chairman of the Board, Chief Executive Officer
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/ Vito A. Bellezza Chairman of the Board, April 14, 1998
Vito A. Bellezza Chief Executive Officer
and Principal Accounting Officer
/s/ Harold S. Fischer President and Director April 14, 1998
Harold S. Fischer
/s/ Peter Bellezza Director April 14, 1998
Peter Bellezza
/s/ Franz A. Fideli Director April 14, 1998
Franz A. Fideli
[FISCAL-YEAR-END]12/31/1997
[PERIOD-START]1/1/1997
[PERIOD-END]12/31/1997
[PERIOD-TYPE]YEAR
[CASH]525,009
[SECURITIES]0
[RECEIVABLES]892,555
[ALLOWANCES]114,000
[INVENTORY]0
[CURRENT-ASSETS]1,605,053
[PP&E]831,138
[DEPRECIATION]676,649
[TOTAL-ASSETS]4,173,269
[CURRENT-LIABILITIES]1,279,179
[BONDS]1,100,000
[COMMON]9,418
[PREFERRED-MANDATORY]0
[PREFERRED]10,000
[OTHER-SE]1,641,672
[TOTAL-LIABILITY-AND-EQUITY]4,173,269
[SALES]5,508,267
[TOTAL-REVENUES]5,508,267
[CGS]1,577,249
[TOTAL-COSTS]1,577,249
[OTHER-EXPENSES]0
[LOSS-PROVISION]0
[INTEREST-EXPENSE]110,182
[INCOME-PRETAX]819,488
[INCOME-TAX](226,000)
[INCOME-CONTINUING]1,045,488
[DISCONTINUED]0
[EXTRAORDINARY]0
[CHANGES]0
[NET-INCOME]1,045,488
[EPS-PRIMARY].13
[EPS-DILUTED].11
