SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: September 23, 1999
PETHEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-22151 93-0969365
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation or No.)
organization)
4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728
(Address of principal executive offices, including zip code)
(732) 409-1212
(Registrant's telephone number, including area code)
Former name of Registrant: Triangle, Inc.
Item 1. Changes in Control of Registrant.
On October 19, 1999, as a result of the Stock Purchase
Agreement (the "Purchase Agreement") entered into between
PetHealth Systems, Inc. ("PetHealth" or the "Company"),
Jagerton Research Limited ("Jagerton") and Martin I.
Saposnick, Jagerton purchased 672,500 shares of common stock
of PetHealth from various PetHealth shareholders listed
below for total consideration of $225,000. The
consideration was paid by Jagerton in the following manner:
(i) $97,700 was paid to the shareholders owning the 672,500
shares sold to Jagerton; and (ii)$127,300 was paid by
Jagerton to Ameristar Group, Inc. ("Ameristar") for
PetHealth's obligation to Ameristar due under a promissory
note in the amount of $127,300. In connection with the
Purchase Agreement, Jagerton also received an option to
purchase an additional 50,000 shares of common stock of the
Company at a price of $.50 per share. As a result of the
Purchase Agreement, Jagerton now directly owns approximately
58% of the Company's shares of outstanding and issued common
stock with the option to purchase an additional 50,000
shares and may be deemed to be in control.
The Purchase Agreement was adopted, ratified and approved by
the members of the Board of Directors of the Company, and by
the Board of Directors and all of the shareholders of
Jagerton. The source of the consideration used by Jagerton
to acquire its interest in the Company was its personal
funds. The basis of the "control" by Jagerton is its stock
ownership in PetHealth. See the table below.
Jagerton acquired the shares from 20 different entities.
Only 3 such entities had 5% or more of the issued and
outstanding shares of the Company. The following is a list
of all shareholders that sold their shares to Jagerton and
the amount of shares held by each shareholder:
<TABLE>
<S> <C>
. Remsen Group Ltd. - 100,000 shares
. Wilmont Holdings Corp. - 100,000 shares
. J.J. Kandele Inc. - 100,000 shares
. Linda Li - 50,000 shares
. Ilene Meyers - 50,000 shares
. Clair Li - 25,000 shares
. Steve Auerbach - 25,000 shares
. Robert Gordon - 20,000 shares
. Gera Laun - 5,000 shares
. Jude Barbera - 30,000 shares
. Judith Newfield - 5,000 shares
. Jeff Pearlman - 42,500 shares
. Dr. & Mrs. George Josephson - 10,000 shares
. Dr. & Mrs. Robert Miller - 10,000 shares
. William Cleary - 10,400 shares
. Arlene Gaetani - 25,000 shares
. Brian Skelton - 39,600 shares
. George A. Zahos - 10,000 shares
. Robert Auslander - 5,000 shares
. Karen A. Baker - 10,000 shares
</TABLE>
A copy of the Agreement accompanies this Report, which, by
this reference, is incorporated herein; the foregoing
summary is modified in its entirety by such reference.
The following table contains information regarding
shareholdings of the Company's current directors and
executive officers and those persons or entities who
beneficially own more than 5% of the Company's issued and
outstanding common stock, after taking into account the
completion of the Purchase Agreement:
<TABLE>
<S> <C> <C> <C>
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jagerton Research Limited Shareholder 672,500 58.0%
Richard I. Anslow President/Secretary 0 0.0%
and Director
All directors and executive officers 0.0%
as a group
</TABLE>
<TABLE>
<S> <C> <C>
MANAGEMENT
Names Title or Position Age
Richard I. Anslow President, Secretary and Director 38
</TABLE>
RICHARD I. ANSLOW. President, Secretary and Director, age
38, is an attorney admitted to practice law in New York, New
Jersey and the District of Columbia. Mr. Anslow graduated
from the Benjamin N. Cardozo School of Law (Yeshiva
University) and received a Juris Doctor in 1985. He
received a Bachelor of Science Degree in Accounting from the
State University of New York at Buffalo in 1982. He started
his career as a tax attorney with the accounting firm of
Ernst & Young (formerly known as Arthur Young & Co.).
Thereafter, he worked for several law firms in New York City
and New Jersey. He started his own legal practice in 1993.
Item 4. Changes in Registrant's Certifying Accountant.
(a ) Previous Independent Auditors:
(i) Janet Loss, C.P.A, P.C. ("Loss") was replaced as
the independent auditor for the Company on September
23, 1999.
(ii) Loss's reports on the financial statements of the
Company for the two fiscal years ended December 31,
1998 contain no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The Company's Board of Directors approved the
change in accountants.
(iv) For the two most recent fiscal years ended December
31, 1998 through September 22, 1999, there has been no
disagreement between the Company and Loss on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Loss
would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports.
In connection with Purchase Agreement set forth in Item 1
above, the new officer and director of PetHealth agreed to
retain Varma and Associates for its accounting work.
(v) During the two most recent fiscal years ended
December 31, 1998 and through September 22, 1999 the Company
has not been advised of any matters described in Regulation
S-B, Item 304(a)(1)(B).
The Company has requested that Loss furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether or not Loss agrees with the above statements. A copy
of such letter will be filed as Exhibit (c) to this Form 8-
K, when received.
(b) New Independent Accountants:
(i) The Company engaged, Varma & Associates, 610 Crown
Oak Centre Drive, Longwood, Florida 32750 ("Varma"), as its
new independent accountants as of September 23, 1999. Prior
to such date, the Company did not consult with Varma
regarding (i) the application of accounting principles, (ii)
the type of audit opinion that might be rendered by Varma,
or (iii) any other matter that was the subject of a
disagreement between the Company and its former auditor as
described in Item 304(a)(1)(iv) of Regulation S-B.
Item 6. Resignations of Directors and Executive Officers.
As a result of the Purchase Agreement, the following
resigned as officers and directors of the Company: Robert
Gordon resigned as President and Director; Gera Laun
resigned as Secretary; Chip Kurzenhauser resigned as
Director; and Brian Skelton resigned as Director. The new
majority shareholder of the Company, Jagerton (See Item 1.)
appointed Richard I. Anslow as the sole Director of the
Company. Mr. Anslow as the sole Director of the Company
appointed himself as President and Secretary of the Company.
The previous Directors and Officers resigned solely as a
result of the Purchase Agreement and there was no
disagreement with the Company.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Letter from Janet Loss, CPA, P.C.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Company has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly
authorized.
PETHEALTH SYSTEMS, INC.
/s/ RICHARD I. ANSLOW, President
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By: RICHARD I. ANSLOW, President
Date: December 6, 1999
Item 7. Exhibits
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
(303) 220-0227
(303) 220-2802 Fax
November 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
I have read Item 4 (a) included in the Form 8-K dated
November 2, 1999 of Pethealth Systems, Inc. filed with the
Securities and Exchange Commission and are in agreement with
the statements contained therein.
Very truly yours,
JANET LOSS, C.P.A, P.A.
By: /s/ Janet Loss
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JANET LOSS
