SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 10, 1997
PetHealth Systems, Inc.
- ------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 33-25253 93-0969365
- ------------------------- ------------ ------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
444 Madison Avenue, Suite 1710
New York, New York 10022
- ----------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 750-7878
Triangle Inc.
830 Northeast Loop 410, Suite 305B
San Antonio, TX 78209
- ------------------------------------------------------------------
(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
<PAGE>
Item 1. Change in Control of Registrant.
(a) On February 10, 1997 the registrant filed Articles of
Share Exchange with the Colorado Secretary of State, reflecting a
change in control of the registrant pursuant to the consummation,
as of February 10, 1997, of the Agreement and Plan of Share
Exchange ("Agreement") between the registrant and PetCare, Inc.
dated January 29, 1997.
Pursuant to the Agreement, (I) the registrant has issued
600,000,000 shares of Common Stock to five individuals in exchange
for all of the outstanding stock of PetCare, Inc. owned by such
persons (see subparagraph (b) below); (ii) all outstanding shares
of Common Stock (including the 600,000,000 newly issued shares)
have been subjected to a 1 for 200 reverse stock split (to take
effect as of Monday February 23, 1997, such that as of such date
3,285,030 shares shall be issued and outstanding); (iii) as of
February 7, 1997 the directors and officers of the registrant
elected the following persons to the board of directors and to
serve as officers, and the former directors and officers resigned
their positions:
Name Position
Ted A. Sprinkle, Jr. President and the Chief
Executive Officer, Director
Kenneth J. Rotondo Executive Vice President,
Chief Operating Officer, Secretary,
Treasurer, Chief Financial Officer, Director
Joseph J. Messina Director
Martin I. Saposnick Director
(iv) the name of the registrant was changed to PetHealth Systems,
Inc.; and (v) the registrant may change its legal domicile from
Colorado to Delaware at a subsequent date.
Pursuant to the closing of the Agreement, PetCare, Inc. (which
shall change its name to PetHealth Management, Inc.) has become a
wholly-owned subsidiary of the registrant, and the business of the
registrant shall be the acquisition and operation of companion pet
veterinarian hospitals and related business activities.
The five individuals to whom the registrant issued 3,000,000
(post reverse split) shares of Common Stock had acquired the shares
of PetCare, Inc. which were exchanged for such 3,000,000 shares of
the registrant, for a total of $3,000 cash (their personal funds).
(b) The number of issued and outstanding shares of Common
Stock of the registrant, and the percentage of the total of the
outstanding shares, owned by (I) each officer and director of the
registrant, (ii) each person known to the registrant to own 5% or
more of the total issued and outstanding shares of Common Stock of
the registrant, and (iii) the officers and directors of the
registrant as a group, are stated below. All numbers are stated as
if the 1 for 200 reverse stock split (approved by the shareholders
of the registrant on February 7, 1997) had taken effect as of the
date of filing this Form 8-K Report (such reverse split shall take
effect on Monday February 23, 1997).
Amount and
Name and Nature of Percent
Address of Beneficial of
Title of Class Beneficial Owner Ownership Class
Common, no par Ted A. Sprinkle, Jr.* 700,000 21.3%
444 Madison Ave. direct
Suite 1710
New York, New York 10022
" Joseph J. Messina* 700,000 21.3%
444 Madison Ave. direct
Suite 1710
New York, New York 10022
" Martin I. Saposnick* 700,000 21.3%
444 Madison Ave. direct
Suite 1710
New York, New York 10022
" Kenneth J. Rotondo* 700,000 21.3%
444 Madison Ave. direct
Suite 1710
New York, New York 10022
" Thomas LeVine 200,000 6.0%
444 Madison Ave. direct
Suite 1710
New York, New York 10022
" Officers and directors
as group (4 persons) 2,800,000 85.2%
_________________________
* Officer and/or director
All of the 3,000,000 shares are subject to escrow until
closing of the registrant's acquisition of the first veterinarian
hospital.
Item 2. Acquisition or Disposition of Assets.
As described under Item 1, the registrant has acquired
PetCare, Inc. as a wholly-owned subsidiary. The only assets of
PetCare, Inc. acquired in connection with the transaction consist
of minimal cash and the rights (under separate letters of intent)
to acquire two companion pet veterinarian hospitals in upstate New
York (one is presently owned by Dr. Rotondo, an officer and
director of the registrant). As of the date of this Form 8-K
Report, the terms for such acquisitions (amounts of cash,
securities, and assumption of indebtedness) have not been finalized
as between the registrant and the sellers of the two hospitals.
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial statements of the acquired company
PetCare, Inc., and pro forma financial information, will be filed
by amendment to this Form 8-K Report before April 27 (i.e., the
expiration of 60 days from the date this initial Form 8-K Report
was required to be filed).
(c) Exhibits.
The Agreement and Plan of Share Exchange was previously filed
as exhibit to original Form 8-K Report. The original filing mis-stated the
date as January 29, 1996 whereas the correct date is January 29, 1997 and
the date on the Agreement has been changed in conformity therewith.
<PAGE>
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
AUDIT REPORTS
December 31, 1996 and 1995
Janet Loss, C.P.A., P.C.
Certified Public Accountant
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
<PAGE>
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
Index to Financial Statements
Independent Auditor's Report . . . . . . . . . . . . .F-7
Financial Statements:
Balance Sheets. . . . . . . . . . . . . . . . . .F-8
Statements of Operations. . . . . . . . . . . . .F-9
Statements of Stockholders' Equity (Deficit). . .F-10
Statements of Cash Flows. . . . . . . . . . . . .F-11
Notes to Financial Statements . . . . . . . .F-12 to F-14
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
Board of Directors
Triangle, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Triangle, Inc. (a
development stage company)as of December 31, 1996 and 1995, and the
related statements of operations, shareholders' equity (deficit)
and cash flows for the years ended December 31, 1996 and 1995.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Triangle, Inc. (a development stage company) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1995.
/s/ Janet Loss, C.P.A.
Janet Loss, C.P.A., P.C.
April 2, 1997
<PAGE>
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 1996 and 1995
1996 1995
ASSETS
CURRENT ASSETS:
Cash in checking $ 0 $ 136
TOTAL ASSETS $ 0 $ 136
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 4,307 $ 10,840
TOTAL LIABILITIES 4,307 10,840
STOCKHOLDERS' (DEFICIT):
Preferred Stock, $.10 par value,
100,000,000 shares authorized,
none issued - -
Common Stock, Class A no par value,
800,000,000 shares authorized,
57,006,090 and 56,643,090 shares
issued and outstanding 216,954 213,324
Deficit accumulated during
development stage (221,261) (224,028)
TOTAL STOCKHOLDERS' (DEFICIT) (4,307) (10,704)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 136
The accompanying notes are an integral part of the financial statements.
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996 and 1995
and
From December 8, 1991 (Inception) to December 31, 1996
December
8,1991
Year Ended Year Ended (Inception) to
December 31, December 31, December 31,
1996 1995 1996
Revenues $ - $ - $ -
OPERATING EXPENSES:
Legal and accounting 2,975 6,395 55,013
Filing and transfer fees 1,649 250 8,510
Public relations - - 14,414
Other 64 208 34,899
TOTAL OPERATING EXPENSES 4,688 6,853 112,836
NET (LOSS) BEFORE
OTHER INCOME (EXPENSES) (4,688) (6,853) (112,836)
OTHER INCOME AND (EXPENSES):
Writeoff of advances
recision of merger (Note 6) - - (119,110)
Forgiveness of debt 7,455 - 7,455
Interest income - - 3,230
TOTAL OTHER INCOME
(EXPENSES) 7,455 - (108,425)
NET INCOME (LOSS) $ 2,767 $ (6,853) $ (221,261)
NET (LOSS) PER
COMMON SHARE $ * $ * $ *
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 56,956,173 56,351,967
* less than $.01 net loss per share
The accompanying notes are an integral part of the financial statements.
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1996 and 1995
Common Stock
Deficit
Accumulated Total
Number During Stockholders'
of Development Equity
Shares Amount Stage (Deficit)
Balance,
January 1, 1995 56,063,090 $207,524 $(217,175) $(9,651)
Issuance of stock to
officer for cash,
January 1995
($.01 per share) 20,000 200 -- 200
Issuance of stock to
officer for cash,
April 1995
($.01 per share) 200,000 2,000 -- 2,000
Issuance of stock to
officer for cash,
($.01 per share) 60,000 600 -- 600
Issuance of stock to
officer for cash,
September 1995
($.01 per share) 300,000 3,000 -- 3,000
Net (loss) for the year
ended December 31, 1995 -- -- (6,853) (6,853)
Balances,
December 31, 1995 56,643,090 $213,324 $(224,028) $(10,704)
Issuance of stock
to officer for cash,
January 1996
($.01 per share) 100,000 1,000 -- 1,000
Issuance of stock to
officer for cash,
February 1996 ($.01
per share) 260,000 2,600 -- 2,600
Issuance of stock to
officer for cash,
December 1996 ($.01
per share) 3,000 30 -- 30
Net Income for the
year ended December
31, 1996 -- -- 2,767 2,767
Balance,
December 31, 1996 57,006,090 $216,954 $(221,261) $(4,307)
The accompanying notes are an integral part of the financial statements.
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996 and 1995
December 8,1991
Year Ended Year Ended (Inception) to
December 31, December 31, December 31,
1996 1995 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 2,767 $ (6,853) $ (221,261)
Adjustments to reconcile
net (loss) to net cash used
by operating activities:
Amortization - - 750
Stock issued for
Services/expenses - - 26,425
Changes in operating assets
and liabilities:
Increase (decrease) in
accounts payable (6,533) 1,073 4,307
NET CASH (USED) BY
OPERATING ACTIVITIES (3,766) (5,780) (189,779)
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs - - (750)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance
of common stock 3,630 5,800 251,964
Proceeds from issuance
of Class B common stock - - 10,000
Deferred offering costs - - (71,435)
NET CASH PROVIDED BY
FINANCING ACTIVITIES 3,630 5,800 190,529
NET INCREASE (DECREASE) IN CASH (136) 20 0
CASH, BEGINNING OF PERIOD $ 136 $ 116 $ 0
CASH, END OF PERIOD $ 0 $ 136 $ 0
The accompanying notes are an integral part of the financial statements.
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Triangle, Inc. (the Company) is a development stage organization
formed under the laws of the State of Colorado on December 8, 1981.
Since inception, the company has been inactive except for recent
organizational and initial financing efforts. The Company's fiscal
year end is December 31, and there was no activity prior to the
year ended December 31, 1988.
Accounting Method
The Company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company are being amortized
over a sixty-month period.
Deferred Offering Costs
The Company incurred costs in connection with its public
offering. When the offering of the Company's stock was successful in April of
1989, these costs were charged as a reduction
of the proceeds of the offering.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company maintains its offices in space provided by the
Company's president pursuant to an oral agreement on a rent-free
basis with reimbursement for out-of-pocket expenses, such as
telephone.
During the year ended December 31, 1988, the Company's president
advanced $20,157 on an unsecured, interest-free basis to provide
funds for efforts related to the public offering and for operating
needs. These advances were repaid from the offering proceeds in
April of 1989.
In 1997, the Company has received advances of monies for its
operating expenses from a related company, Ameristar Group
Incorporated. The company ("Ameristar") also serves as a consultant
to Pet Health Systems, Inc. (formerly Triangle, Inc.). This
agreement shall be in effect until June 30, 1997, at which time the
parties will determine if this agreement is to be extended or
modified.
NOTE 3 - CAPITALIZATION
In December of 1981, the Company authorized 50,000 shares of no par
value common stock. In March of 1988, the Company amended and
restated its certificate of incorporation to authorize 800,000,000
shares of no par value common stock and 100,000,000 shares of $.10
par value preferred stock. No preferred stock is issued or
outstanding as of December 31, 1996.
<PAGE>
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCENTIVE STOCK OPTION PLAN
Effective March 3, 1988, the Company adopted an incentive stock
option plan for company executives and key employees. The Company
has reserved 10,000,000 common shares for issuance pursuant to the
plan. The plan provides that no option may be granted at an
exercise price less than the fair market value of the common shares
of the Company on the date of grant and no option can have a term
in excess of ten years. To date, no options have been granted
pursuant to the plan.
NOTE 5 - CLASS B COMMON STOCK
In April of 1989, the Company sold 1,000,000 shares of no par value
Class B common stock at $.01 per share to a founder, a company
wholly-owned by a founder and an entity and an individual related
to a founder. The Class B common stock has no voting rights or
preemptive rights, is not redeemable or assessable and is not
entitled to the benefit of any sinking fund or antidilution
provisions. Further, the Class B common stock is not entitled to
the payment of dividends and does not participate in any distributions
upon liquidation, whether voluntary or involuntary, of the Company.
In September of 1989, the Class B common stock was converted into
common stock at a rate of fifteen shares of common stock for each
share of Class B common stock surrendered for conversion. The
conversion occurred subsequent to the consummation of the acquisition of
Enterprise Car Rental by the Company and prior to the recision of that
merger (Note 6).
NOTE 6 - MERGER AND RELATED RECISION
In August of 1989, the Company consummated an exchange transaction
pursuant to which Triangle acquired all of the outstanding shares
of Enterprise Car Rental, Ltd. d.b.a. Wheels International Rent A
Car ("Wheels") in exchange for 326,500,800 shares of no par value
common stock. In conjunction with the merger, Triangle advanced
$119,110 to Wheels. Effective September 30, 1989, Triangle and
Wheels consummated a Compromise and Settlement Agreement pursuant
to which the merger was reversed. Wheel's shareholders returned all
but 10,000,000 common shares to Triangle in exchange for their
original shares of Wheels to indemnify and hold harmless Triangle
from actions by third parties to Wheels and to secure performance
of obligations of Wheels to cooperate in any legal actions
undertaken by Triangle against third parties of Wheels.
The stockholders' (deficit) in the accompanying financial statements
has been reported as if the merger had not taken place. The
10,000,000 common shares not returned are recorded as issued in
October of 1989 for no consideration. The advances to Wheels of
$119,110 were written off at December 31, 1989. Management does not
TRIANGLE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - CONTINUED
anticipate any further contingencies associated with this failed
merger, however, there is no assurance that there will be no
further contingencies.
NOTE 7 - SUBSEQUENT EVENTS
On January 29, 1997, an Agreement and Plan of Share Exchange
("Agreement") was entered into by and between the Company and (I)
PetCare, Inc., a Delaware corporation and (ii) the PetCare
shareholders. Under the terms of this Agreement, Triangle, Inc.
acquired all of the 3,000,000 issued and outstanding shares of
common stock of PetCare, Inc. in exchange for 600,000,000 shares of
the common stock of Triangle, Inc. It is intended that this
transaction shall be a tax-free exchange of shares. The Triangle,
Inc. shares are voting shares, are restricted from transfer without
registration under the Securities Act of 1933, as amended, and are
subject to escrow until PetCare completes the acquisition of its
first veterinary hospital.
Also, under the terms of the Agreement, certain conditions
precedent were met by Triangle, Inc., which included among other
items, a 1-for-200 reverse stock split of its common stock on
February 23, 1997.
NOTE 8 - NAME CHANGED
The corporate name has been changed from Triangle, Inc. to
PetHealth Systems, Inc. effective February 10, 1997.<PAGE>
PETCARE, INC.
(A Development Stage Company)
AUDIT REPORT
December 31, 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
PETCARE, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
ITEM PAGE
Independent Auditor's Report . . . . . . . . . . . . . . . . F-17
Financial Statements:
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . F-18
Statement of Operations and
Retained Deficit. . . . . . . . . . . . . . . . . . . . . F-19
Statement of Cash Flows . . . . . . . . . . . . . . . . . F-20
Notes to Financial Statements . . . . . . . . . . . . . . F-21
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
Board of Directors
PetCare, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheet of PetCare, Inc. (a
development stage company) as of December 31, 1996, and the related
statements of operations and retained deficit and cash flows for
the year ended December 31, 1996. These financial statements are
the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also
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. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present,
in all material respects, the financial position of PetCare, Inc.
(a development stage company) as of December 31, 1996, and the
results of its operations and its cash flows for the year ended
December 31, 1996.
Janet Loss, C.P.A., P.C.
April 18, 1997
<PAGE>
PETCARE, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1996
ASSETS
December 31,
1996
OTHER ASSETS:
Organization costs,
net of amortization$ 488
TOTAL ASSETS $ 488
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
3,000,000 shares authorized,
3,000,000 issued and outstanding $ 3,000
Paid-in-Capital 400
Retained Deficit (2,912)
TOTAL STOCKHOLDERS' EQUITY $ 488
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 488
See accompanying notes to the financial statements.
<PAGE>
PETCARE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND RETAINED (DEFICIT)
For the Period November 20, 1996 (Inception) to December 31, 1996
Period Ended
December 31,
1996
REVENUES: $ 0
OPERATING EXPENSES:
Amortization expense 12
Consulting fees 2,900
TOTAL OPERATING EXPENSES 2,912
NET (LOSS) $ (2,912)
RETAINED DEFICIT $ (2,912)
See accompanying notes to the financial statements.
<PAGE>
PETCARE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period November 20, 1996 (Inception) to December 31, 1996
November 20, 1996
(Inception) to
December 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (2,912)
Adjustments to reconcile net (loss)
to net cash used by operating activities:
Amortization 12
Stock issued for services/expenses 3,400
NET CASH PROVIDED BY OPERATING ACTIVITIES 500
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs (500)
NET CASH USED BY INVESTING ACTIVITIES (500)
NET INCREASE (DECREASE) IN CASH $ 0
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD $ 0
The accompanying notes are an integral part of the financial
statements.
<PAGE>
PETCARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PRESENTATION AND HISTORY
PetCare, Inc. (the "Company") was incorporated under the laws of the
State of Delaware on November, 20, 1996. The Company's purpose is
to acquire and manage veterinary hospitals.
NOTE 2 - SIGNIFICANT EVENTS
The Company signed two Letters of Intent and Confidentiality in
December, 1996 to acquire the operation of two (2) veterinary
hospitals in exchange for stock, cash and the issuance of notes.
The purchase prices of the hospitals have not been agreed upon
between the parties as of December, 31, 1996.
NOTE 3 - SUBSEQUENT EVENTS
The Company amended its certificate of incorporation and changed
its name to PetHealth Systems, Inc. on January 28, 1997.
On January 29, 1997, an Agreement and Plan of Share Exchange
("Agreement") was entered into by and between the Company and (i)
Triangle, Inc., a Colorado corporation and (ii) shareholders of the
Company. Under the terms of this Agreement, Triangle, Inc. acquired
all of the 3,000,000 issued and outstanding shares of common stock
of the Company in exchange for 600,000,000 shares of the common
stock of Triangle, Inc. It is intended that this transaction shall
be a tax-free exchange of shares. The Triangle, Inc. shares are
voting shares, are restricted from transfer without registration
under the Securities Act of 1933, as amended, and are subject to
escrow until the Company completes the acquisition of its first
veterinary hospital.
Also, under the terms of the Agreement, certain conditions
precedent were met by Triangle, Inc., which included among other
items, a 1-for-200 reverse stock split of its common stock
effective as of February 24, 1997.
<PAGE>
TRIANGLE, INC.
AND
SUBSIDIARY
(A Development Stage Company)
FINANCIAL STATEMENT
<PAGE>
TRIANGLE, INC. AND SUBSIDIARY
CONSOLIDATED PROFORMA BALANCE SHEET
December 31, 1996
TRIANGLE PETCARE PROFORMA
INC. INC. ADJUSTMENTS AS ADJUSTED
ASSETS
CURRENT ASSETS:
Cash in Checking $ 0 $ 0 $ 0
OTHER ASSETS:
Organization Costs 0 488 488 (1)(3,400)
Investment in
PetCare, Inc. (1) 2,912 (488)
TOTAL ASSETS $ 0 $ 488 $ 0
LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 4,307 $ 0 $ 4,307
TOTAL LIABILITIES 4,307 4,307
STOCKHOLDERS' (DEFICIT):
Preferred Stock, $.10 par
value, 100,000,000 shares
authorized, none issued - -
Common Stock, Class A no par
value, 800,000,000 shares
authorized, 57,006,090 and
56,643,090 shares issued and
outstanding 216,954 3,000 (1) 3,000 216,954
Paid-In-Capital 400 (1) 400 0
Deficit accumulated during
development stage (221,261) (2,912) (2,912) (221,261)
TOTAL STOCKHOLDERS' (DEFICIT)
(4,307) 488 (4,307)
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT) $ 0 $ 488 $ 0 $ 0
(1) Triangle, Inc. Acquired all of the 3,000,000 issued and outstanding shares
of PetCare, Inc. in exchange for 600,000,000 shares of (no par value) common
stock Triangle, Inc.
TRIANGLE, INC. AND SUBSIDIARY
CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
TRIANGLE PETCARE PROFORMA
INC. INC. ADJUSTMENTS AS ADJUSTED
REVENUES: $ - $ -
OPERATING EXPENSES:
Amortization Expense - 12 12
Legal and Accounting 2,975 - 2,975
Filing and Transfer Fees 1,649 - 1,649
Consulting Fees 2,900 2,900
Other Expenses 64 - 64
TOTAL OPERATING EXPENSES 4,688 2,912 7,600
NET (LOSS) BEFORE OTHER
INCOME (EXPENSES) (4,688) (2,912) (7,600)
OTHER INCOME AND EXPENSES:
Forgiveness of Debt 7,455 - 7,455
NET INCOME (LOSS) $ 2,767 $ (2,912) $ (145)
NET (LOSS) PER COMMON SHARE$ * $ * $ *
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 56,956,173 3,000,000 56,956,173
* Less than $.01 net loss per share
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report on Form 8-K to be
signed on its behalf by the undersigned, duly authorized, in New York,
New York, on February 17, 1997.
PetHealth Systems, Inc.
s/ Ted A. Sprinkle, Jr.
Ted A. Sprinkle, Jr., President
and Chief Executive Officer
