SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                           FORM S-8

                      REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933

                                    PetHealth Systems, Inc.
                    (Exact name of registrant as specified in its charter)

            Colorado                                            93-0969365
            --------                                            ----------
(State or other jurisdiction                              (I.R.S. Employer
incorporation or organization)                            Identification No.)

              444 Madison Ave., Suite 1710,New York, New York 10022
                                Tel. 212-750-7878
                                -----------------
             (Address and telephone of Principal Executive Offices)
 
               1997 Stock Award Plan; Incentive Stock Option Plan
               --------------------------------------------------
                              (Full title of plan)

              Stephen E. Rounds, 4635 E. 18th Ave., Denver CO 80220
                                Tel. 303-377-6997
                                -----------------
          (Name, address and telephone of agent for service of process)

        Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement is declared effective.

        If the  securities  being  registered  on this Form are being offered in
connection  with the formation of a holding company and there is compliance with
General instruction G, check the following box. [ ]
<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of each                               Proposed          Proposed
class of                                    maximum           maximum               Amount
securities               Amount             offering          aggregate             of
to be                    to be              price             offering              regis.
registered               registered         per share         price                 fee
===========================================================================================
<S>                      <C>                <C>             <C>                    <C>    
Common,                  400,000(1)        $1.50(2)        $450,000(3)            $182(2)
without par              shares

Common,                   50,000(3)        $1.50(2)        $375,000(2)            $ 23(2)
without par

   Totals                450,000                           $675,000               $205
</TABLE>

                                             1

<PAGE>




(1) 400,000  shares of Common Stock are issuable under  registrant's  1997 Stock
Award Plan.  No shares have been issued under this Plan as of the date of filing
of this registration statement.

(2) Based on  average  of bid and ask  prices  per share of Common  Stock in the
over-the-counter-market  for the 5  business  days  prior to the  filing of this
registration statemenet.

(3) 50,000  shares of Common Stock are  issuable  under  registrant's  Incentive
Stock Option Plan. No options have been issued under this ISOP as of the date of
filing of this registration statement.

All fees are calculated pursuant to Rule 457(c).



                                             2

<PAGE>



                                            PART II
                            INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        Registrant  hereby  incorporates the documents listed in (a) through (c)
below by reference  into this Form S-8  registration  statement.  All  documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of the Securities  Exchange Act of 1934, as amended  ("Exchange Act"),  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be part thereof from the date of filing such documents.

        (a)  Registrant's  latest annual report (for fiscal year ended  December
31, 1995).

        (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

        (c) The registrant's  class of common stock is described in the Form 8-A
registration  statement filed with the Commission on or about February 12, 1997,
including  any  amendment  which may  filed for the  purpose  of  updating  such
description.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable (see Item 3(c) above).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Colorado  Business  Corporation  Act ("CBCA"),  C.R.S.  7-109-101 et
seq.,  provides for  indemnification  of the registrant's  officers,  directors,
employees,  and  agents  against  liabilities  which  they  may  incur  in  such
capacities.  A summarization of circumstances in which such  indemnification may
be available follows, but is qualified by reference to registrant's  Articles of
Incorporation and the text of the statute.

        In general, any officer, director, employee, or agent may be indemnified
against expenses, fines, settlements,  or judgments arising in connection with a
legal  proceeding  to  which  such  person  is a  party,  as a  result  of  such
relationship,  if that person's actions were in good faith, were believed by him
or her to be in or not opposed to the  registrant's  best interests,  and in the
case of any criminal  proceeding,  he or she had no reasonable  cause to believe
his or her conduct was  unlawful.  Unless  such  person is  successful  upon the
merits  in such  an  action  (in  which  event  indemnification  is  mandatory),
indemnification may be awarded only after a determination by


                                             3

<PAGE>



decision of the board of directors  (by directors not at the time parties to the
proceeding) or by approval by vote of the shareholders, or by opinion of special
legal counsel.

        In  addition,   the  registrant  has  statutory  authority  to  purchase
insurance to protect its officers, directors,  employees, and agents against any
liabilities  asserted against them, or incurred in connection with their service
in such  capacities.  Further,  registrant  may advance or reimburse  funds to a
director who is a party to a proceeding,  for  reasonable  expenses  incurred in
connection with a proceeding.

        Pursuant to the CBCA,  indemnification  is not  permitted in  connection
with a proceeding by or in the rights of the  corporation  in which the director
was  adjudged  liable  to the  corporation,  or in  connection  with  any  other
proceeding  charging that the individual  derived an improper  personal benefit,
whether or not involving action in an official capacity, in which proceeding the
person  was  adjudged  liable on the basis that he or she  derived  an  improper
personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

2.1     Agreement and Plan of Share Exchange (Triangle, Inc. and PetCare, Inc.)*
3.1     Articles of Incorporation [1]
3.2     Articles of Amendment to Articles of Incorporation*
3.3     Bylaws [1]
4.1     1997 Incentive Stock Option Plan (the 1988  Incentive Stock Option Plan,
        as readopted February 7, 1997)*
4.2     1997 Stock Award Plan, as adopted February 7, 1997*
5.1     Opinion of Stephen E. Rounds, Esq.*
23.1    Consent of Schmidt & Associates, independent certified public
        accountants*
23.2    Consent of Stephen E. Rounds, Esq.*

*       Filed herewith.

[1]  Incorporated by reference from the registrant's  Registration  Statement on
Form S-18 (exhibit number 3), declared effective on March 5, 1989 (33-25253).

ITEM 9.  UNDERTAKINGS.

        The registrant hereby undertakes:

        (a)(1) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:



                                             4

<PAGE>



        (iii) To include any  material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

        (a)(2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (a)(3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of this offering.

        (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in the  registration  statement  relating to the  securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona offering thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling  persons of the registrant,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer,  or controlling  person of the registrant in the successful  defense of
any action  suit or  proceeding)  is  asserted  by such  officer,  director,  or
controlling  person in connection  with the  securities  being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.



                                             5

<PAGE>


                                          SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant has duly caused this S-8  Registration  Statement 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

        In accordance with the  requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.


Signature                                   Capacity                    Date


 s/ Ted A. Sprinkle, Jr.                    President, CEO,             2/17/97
  Ted. A. Sprinkle, Jr.,                    CFO and Director

 s/ Martin I. Saposnick                     Director                    2/17/97
  Martin I. Saposnick

 s/ Joseph J. Messina                       Director                    2/17/97
  Joseph J. Messina

 s/ Kenneth J. Rotondo                      Director                    2/17/97
  Kenneth J. Rotondo




                                             6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12159}]
{"company-data": {"conformed-name": "PETHEALTH SYSTEMS INC", "cik": "0000832810", "assigned-sic": "6770", "irs-number": "930969365", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22203", "film-number": "97541312"}, "business-address": {"street1": "830 NORTHEAST LOOP 410 STE 305B", "city": "SAN ANTONIO", "state": "TX", "zip": "78209", "phone": "2108215577"}, "mail-address": {"street1": "830 NORTHEAST LOOP 410 STE 305B", "city": "SAN ANTONIO", "state": "TX", "zip": "78209"}, "former-company": {"former-conformed-name": "TRIANGLE INC", "date-changed": "19930701"}}
SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                           FORM S-8

                      REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933

                                    PetHealth Systems, Inc.
                    (Exact name of registrant as specified in its charter)

            Colorado                                            93-0969365
            --------                                            ----------
(State or other jurisdiction                              (I.R.S. Employer
incorporation or organization)                            Identification No.)

              444 Madison Ave., Suite 1710,New York, New York 10022
                                Tel. 212-750-7878
                                -----------------
             (Address and telephone of Principal Executive Offices)
 
               1997 Stock Award Plan; Incentive Stock Option Plan
               --------------------------------------------------
                              (Full title of plan)

              Stephen E. Rounds, 4635 E. 18th Ave., Denver CO 80220
                                Tel. 303-377-6997
                                -----------------
          (Name, address and telephone of agent for service of process)

        Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement is declared effective.

        If the  securities  being  registered  on this Form are being offered in
connection  with the formation of a holding company and there is compliance with
General instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of each                               Proposed          Proposed
class of                                    maximum           maximum               Amount
securities               Amount             offering          aggregate             of
to be                    to be              price             offering              regis.
registered               registered         per share         price                 fee
===========================================================================================
Common,                  400,000(1)        $1.50(2)        $450,000(3)            $182(2)
without par              shares

Common,                   50,000(3)        $1.50(2)        $375,000(2)            $ 23(2)
without par

   Totals                450,000                           $675,000               $205
1
(1) 400,000  shares of Common Stock are issuable under  registrant's  1997 Stock
Award Plan.  No shares have been issued under this Plan as of the date of filing
of this registration statement.

(2) Based on  average  of bid and ask  prices  per share of Common  Stock in the
over-the-counter-market  for the 5  business  days  prior to the  filing of this
registration statemenet.

(3) 50,000  shares of Common Stock are  issuable  under  registrant's  Incentive
Stock Option Plan. No options have been issued under this ISOP as of the date of
filing of this registration statement.

All fees are calculated pursuant to Rule 457(c).

                                             2
PART II
                            INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        Registrant  hereby  incorporates the documents listed in (a) through (c)
below by reference  into this Form S-8  registration  statement.  All  documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of the Securities  Exchange Act of 1934, as amended  ("Exchange Act"),  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be part thereof from the date of filing such documents.

        (a)  Registrant's  latest annual report (for fiscal year ended  December
31, 1995).

        (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

        (c) The registrant's  class of common stock is described in the Form 8-A
registration  statement filed with the Commission on or about February 12, 1997,
including  any  amendment  which may  filed for the  purpose  of  updating  such
description.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable (see Item 3(c) above).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Colorado  Business  Corporation  Act ("CBCA"),  C.R.S.  7-109-101 et
seq.,  provides for  indemnification  of the registrant's  officers,  directors,
employees,  and  agents  against  liabilities  which  they  may  incur  in  such
capacities.  A summarization of circumstances in which such  indemnification may
be available follows, but is qualified by reference to registrant's  Articles of
Incorporation and the text of the statute.

        In general, any officer, director, employee, or agent may be indemnified
against expenses, fines, settlements,  or judgments arising in connection with a
legal  proceeding  to  which  such  person  is a  party,  as a  result  of  such
relationship,  if that person's actions were in good faith, were believed by him
or her to be in or not opposed to the  registrant's  best interests,  and in the
case of any criminal  proceeding,  he or she had no reasonable  cause to believe
his or her conduct was  unlawful.  Unless  such  person is  successful  upon the
merits  in such  an  action  (in  which  event  indemnification  is  mandatory),
indemnification may be awarded only after a determination by

                                             3
decision of the board of directors  (by directors not at the time parties to the
proceeding) or by approval by vote of the shareholders, or by opinion of special
legal counsel.

        In  addition,   the  registrant  has  statutory  authority  to  purchase
insurance to protect its officers, directors,  employees, and agents against any
liabilities  asserted against them, or incurred in connection with their service
in such  capacities.  Further,  registrant  may advance or reimburse  funds to a
director who is a party to a proceeding,  for  reasonable  expenses  incurred in
connection with a proceeding.

        Pursuant to the CBCA,  indemnification  is not  permitted in  connection
with a proceeding by or in the rights of the  corporation  in which the director
was  adjudged  liable  to the  corporation,  or in  connection  with  any  other
proceeding  charging that the individual  derived an improper  personal benefit,
whether or not involving action in an official capacity, in which proceeding the
person  was  adjudged  liable on the basis that he or she  derived  an  improper
personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

2.1     Agreement and Plan of Share Exchange (Triangle, Inc. and PetCare, Inc.)*
3.1     Articles of Incorporation [1]
3.2     Articles of Amendment to Articles of Incorporation*
3.3     Bylaws [1]
4.1     1997 Incentive Stock Option Plan (the 1988  Incentive Stock Option Plan,
        as readopted February 7, 1997)*
4.2     1997 Stock Award Plan, as adopted February 7, 1997*
5.1     Opinion of Stephen E. Rounds, Esq.*
23.1    Consent of Schmidt & Associates, independent certified public
        accountants*
23.2    Consent of Stephen E. Rounds, Esq.*

*       Filed herewith.

[1]  Incorporated by reference from the registrant's  Registration  Statement on
Form S-18 (exhibit number 3), declared effective on March 5, 1989 (33-25253).

ITEM 9.  UNDERTAKINGS.

        The registrant hereby undertakes:

        (a)(1) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                                             4
(iii) To include any  material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

        (a)(2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (a)(3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of this offering.

        (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in the  registration  statement  relating to the  securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona offering thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling  persons of the registrant,  the registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer,  or controlling  person of the registrant in the successful  defense of
any action  suit or  proceeding)  is  asserted  by such  officer,  director,  or
controlling  person in connection  with the  securities  being  registered,  the
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                             5
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant has duly caused this S-8  Registration  Statement 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

        In accordance with the  requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature                                   Capacity                    Date

 s/ Ted A. Sprinkle, Jr.                    President, CEO,             2/17/97
  Ted. A. Sprinkle, Jr.,                    CFO and Director

 s/ Martin I. Saposnick                     Director                    2/17/97
  Martin I. Saposnick

 s/ Joseph J. Messina                       Director                    2/17/97
  Joseph J. Messina

 s/ Kenneth J. Rotondo                      Director                    2/17/97
  Kenneth J. Rotondo

                                             6