SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]. For the fiscal
year ended December 31, 1997 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file number 000-22151
PetHealth Systems, Inc. (f/k/a Triangle, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Colorado 93-0969365
(State or other jurisdiction of (IRS Employer Ident. No)
incorporation or organization)
444 Madison Ave., Suite 1710
New York, New York 10022
(Address/principal executive offices) (Zip Code)
Issuer's Telephone Number: (212) 750-7878
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports): Yes X No ; and (2)
has been subject to such filing requirements for the past 90 days:
Yes X No .
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the issuer'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 ].
State issuer's revenues for its most recent year ended
December 31, 1997: $ -0-.
State the aggregate market value of the 574,640 shares of
voting stock held by non-affiliates computed by reference to the
price at which the stock was sold, or the average bid and asked
prices of such stock, as reported by the Electronic Bulletin Board
of the NASD for the prior week:
$233,447 as March 20, 1998, based on the prior week average bid and
ask prices.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
1,153,027 shares of Common Stock, as of March 3, 1998.
Documents Incorporated by Reference
If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB into
which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3)
any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes. None.
Transitional Small Business Disclosure Format: Yes No
X
Amendment being filed to submit Exhibit 27.
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Title of Exhibit
2.0 Agreement and Plan of Share Exchange(1)
3.1 Amendments to Articles of Incorporation(2)
10.1 1997 Stock Award Plan(2)
10.2 Incentive Stock Option Plan(2)
(1) Incorporated by reference from exhibits filed with the Form 8-K, which was
filed with the Commission on February 19, 1997.
(2) Incorporated by reference from exhibits filed with the
registrant's Registration Statement on Form S-8, filed
February 21, 1997, registration number 333-22203.
(b) Reports filed on Form 8-K.
Form 8-K filed on February 19, 1997 re: Agreement and Plan of
Share Exchange with PetCare, Inc.
Form 8-K filed on March 20, 1997 re: change in registrant's
certifying accountants
Form 8-K/A filed on April 11, 1997 re: amendment to Form 8-K
filed on February 19, 1997 - certified financial statements
for registrant and PetCare, Inc. for December 31, 1996 and
consolidated pro-forma for December 31, 1996.
Form 8-K filed on July 31, 1997 re: recision of the merger
agreement with PetCare, Inc.
Form 8-K/A filed on October 14, 1997 re: issuance of Common
Shares
Exhibit 27 - Financial Data Schedule (Electronic Filing Only)
Signatures
In accordance with Section 13 of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PetHealth Systems, Inc.
(Registrant)
/s/ Robert Gordon
Robert Gordon
March 30, 1998
Pursuant to the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Robert Gordon
Robert Gordon, President, Chief
Financial Officer, Director
March 30, 1998
/s/ Gera Laun
Gera Laun, Secretary
March 30, 1998
/s/ Chip Kurzenhauser
Chip Kurzenhauser, Director
March 30, 1998
/s/ Bryan Skelton
Bryan Skelton, Director
March 30, 1998
[ARTICLE] 5
<TABLE>
<S> <C> <C>
<C>
[PERIOD-TYPE] 12-MOS 12-MOS
12-MOS
[FISCAL-YEAR-END] DEC-31-1997
DEC-31-1996 DEC-31-1997
[PERIOD-START] JAN-01-1997
JAN-01-1996 JAN-01-1997
[PERIOD-END] DEC-31-1997
DEC-31-1996 DEC-31-1997
[CASH] 265
0 0
[SECURITIES] 0
0 0
[RECEIVABLES] 380
0 0
[ALLOWANCES] 0
0 0
[INVENTORY] 0
0 0
[CURRENT-ASSETS] 645
0 0
[PP&E] 3138
0 0
[DEPRECIATION] (523)
0 0
[TOTAL-ASSETS] 3260
0 0
[CURRENT-LIABILITIES] 130674
0 0
[BONDS] 0
0 0
[PREFERRED-MANDATORY] 0
0 0
[PREFERRED] 0
0 0
[COMMON] 243834
0 0
[OTHER-SE] (371248)
0 0
[TOTAL-LIABILITY-AND-EQUITY] 3260
0 0
[SALES] 0
0 0
[TOTAL-REVENUES] 0
0 0
[CGS] 0
0 0
[TOTAL-COSTS] 0
0 0
[OTHER-EXPENSES] 0
4688 225987
[LOSS-PROVISION] 0
0 0
[INTEREST-EXPENSE] 0
0 0
[INCOME-PRETAX] 0
0 0
[INCOME-TAX] 0
0 0
[INCOME-CONTINUING] 0
0 0
[DISCONTINUED] 0
0 0
[EXTRAORDINARY] 0
7455 76000
[CHANGES] 0
0 0
[NET-INCOME] 0
2767 (149987)
[EPS-PRIMARY] 0
0 0
[EPS-DILUTED] 0
0 0
</TABLE>
