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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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DATE OF REPORT: MAY 16, 1997
(Date of earliest event reported)
PHOTOGEN TECHNOLOGIES, INC.
(FORMERLY KNOWN AS M T FINANCIAL GROUP, INC.)
(Exact name of registrant as specified in its charter)
NEVADA 0-95440 36-4010347
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TENNESSEE 37931
(Address of principal executive offices) (Zip Code)
(423) 769-4011
(Registrant's telephone number including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
This Form 8-KA is being filed to include the financial statements set forth
below. No other changes are being made to the From 8-K filed by Photogen
Technologies, Inc. (formerly known as MT Financial Group, Inc.) on
May 30, 1997.
(1) An audited balance sheet and statement of income and cash flow of
the business acquired (Photogen, Inc.) for the period ending
December 31, 1996, together with a signed accountant's report and
the Financial Data Schedule.
(2) Pro forma condensed balance sheets and statements of income of
the Company and Photogen, L.L.C. for the period ending
December 31, 1996, and March 31, 1997.
(b) Exhibits.
27 Financial Data Schedule
99 Financial Statements of Photogen, LLC, consisting of the
Financial Statements referred to in Item 7, part (a), which are
set forth beginning on page F-1 of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Photogen Technologies, Inc.
/s/ John Smolik
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Date: July 30, 1997 John Smolik, President
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EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule of Photogen Technologies, Inc.
99 Financial Statements of Photogen, LLC, consisting of the Financial
Statements referred to in Item 7, part (a), which are set forth
beginning on page F-1 of this Form 8-K.
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<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PHOTOGEN LLC FOR THE PERIOD FROM NOVEMBER 3, 1996
TO DECEMBER 31, 1996 AND FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 2-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 MAR-31-1997
<PERIOD-START> NOV-03-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 MAR-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 5,489 5,489
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 5,489 5,489
<TOTAL-LIABILITY-AND-EQUITY> 5,489 5,489
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,779 3,511
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,779) (3,511)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,779) (3,511)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,779) (3,511)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS
Balance Sheets 4
Statements of Operations and Members' Capital 5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
F-1
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Independent Auditors' Report
Board of Directors
Photogen L.L.C.
Knoxville, Tennessee
We have audited the accompanying balance sheet of Photogen L.L.C., a development
stage company, as of December 31, 1996, and the related statements of
operations, members' capital and cash flows for the period from November 3, 1996
(inception) to December 31, 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 Photogen L.L.C. at December 31,
1996, and the results of its operations and its cash flows for the period from
November 3, 1996 (inception) to December 31, 1996, in conformity with generally
accepted accounting principles.
F-2
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
/s/ BDO Seidman, LLP
Chicago, Illinois
July 9, 1997
F-3
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, March 31,
1996 1997
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(unaudited)
ASSETS
Patent $ 5,551 $ 5,551
Accumulated amortization 62 62
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$ 5,489 $ 5,489
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MEMBERS' CAPITAL
Members' capital $ 5,489 $ 5,489
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-4
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND MEMBERS' CAPITAL
Period from Three
November 3, months Cumulative
1996 to ended amounts
December 31, March 31, since
1996 1997 inception
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(unaudited) (unaudited)
EXPENSES $ (1,779) $ (3,511) $ (5,290)
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CONTRIBUTED CAPITAL 7,268 3,511
MEMBERS' CAPITAL, at
beginning of period - 5,489
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MEMBERS' CAPITAL, at end of
period $ 5,489 $ 5,489
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-5
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Period from Three
November 3, months Cumulative
1996 to ended amounts
December 31, March 31, since
1996 1997 inception
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(unaudited) (unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (1,779) $ (3,511) $ (5,290)
Adjustments to reconcile net loss
to net cash used in
operating activities 62 - 62
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Net cash used in operating activities (1,717) (3,511) (5,228)
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CASH FLOWS FROM INVESTING ACTIVITIES
Patent costs (5,551) - (5,551)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital contributions 7,268 3,511 10,779
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NET INCREASE (DECREASE) - - -
CASH, at beginning of period - - -
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F-6
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
CASH, at end of period $ - $ - $ -
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
1. ORGANIZATION AND
SIGNIFICANT ACCOUNTING
POLICIES Photogen L.L.C. and its successor Photogen,
Inc. (the "Company") is a development stage
company that is attempting to
NATURE OF develop proprietary laser-based technologies to
OPERATIONS enhance the safety and efficacy of photodynamic
therapy ("PDT") and photodynamic imaging for
the diagnosis and treatment of cancer and
infectious diseases.
Photogen, L.L.C. was a limited liability
company ("LLC") and was a partnership for
income tax reporting purposes. The
financial statements do not reflect assets
the members may have outside their interests
in the LLC, nor any obligations, including
income taxes, of the individual members.
INTERIM FINANCIAL
STATEMENTS The financial information as of March 31, 1997
and with respect to the three months ended
March 31, 1997 is unaudited. In the opinion of
management, such information contains all
adjustments, consisting only of normal
recurring accruals, necessary for a fair
presentation of the results for such periods.
The information is not necessarily indicative
of the results of operations to be expected for
the fiscal year end.
F-7
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PHOTOGEN L.L.C.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
ESTIMATES The financial statements include estimated
amounts and disclosures based on management's
assumptions about future events. Actual
results may differ from those estimates.
PATENTS Patents are amortized over the life of the
patents on the straight-line method.
2. CONTRIBUTED CAPITAL Members of the Company contribute capital to
fund expenses that are incurred.
3. SUBSEQUENT EVENT In May 1997, Photogen, L.L.C. dissolved and
conveyed all of its assets ultimately to
Photogen, Inc. On May 15, 1997, the Company
was acquired by MT Financial Group through
a reverse merger transaction in which the
Company was the surviving corporation after
the merger.
F-8
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M T Financial Group, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Financial Statements
On May 15, 1997, M T Financial Group, Inc. (an inactive public shell) through
its wholly owned subsidiary effected a reverse merger with Photogen, Inc.,
successor to Photogen, L.L.C. ("Photogen"). Legally Photogen will be a
wholly owned subsidiary of M T Financial Group, Inc.
For financial reporting purposes, Photogen is deemed to be the acquiring entity.
The transaction has been reflected in the accompanying pro forma financial
statements as (1) a recapitalization of Photogen (consisting of a 48,000 for 1
stock split and change in par value) and (2) an issuance of shares by Photogen
in exchange for all of the outstanding shares of M T Financial Group, Inc. Upon
completion of the transaction, Photogen's shareholders will own approximately
66% of the combined company.
The accompanying condensed consolidated financial statements illustrate the
effect of the acquisition ("Pro Forma") on the Company's financial position and
results of operations. The condensed consolidated balance sheet assumes the
acquisition took place on that date. The condensed consolidated statements of
operations for the year ended December 31, 1996 and the three months ended March
31, 1997 are based upon the historical statements of operation of the Company
and Photogen for those periods. The pro forma condensed consolidated statements
of operations assume the acquisition took place on January 1, 1996.
The pro forma condensed consolidated financial statements may not be indicative
of the actual results of the acquisition. In particular, the pro forma
condensed consolidated financial statements are based on management's current
estimate of the allocation of the purchase price, the actual allocation of which
may differ.
The accompanying condensed consolidated pro forma financial statements should be
read in connection with the historical financial statements of the Company and
Photogen.
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M T Financial Group, Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
NOTE A -- The pro forma adjustments to the condensed consolidated balance sheet
are as follows:
(1) To reflect the recapitalization and merger of the Company and Photogen.
Recapitalization
Capital contribution $2,164,800
Recapitalization of Photogen (24,000)
Transaction costs:
Broker fees 180,000
Legal and other costs 120,000 (300,000)
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M T Financial Group, Inc.
accumulated deficit (1,122,828)
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Adjustment to additional paid-in capital $717,972
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Attorney fees for patent application $18,511
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NOTE B -- The pro forma adjustments to the condensed statements of operations
are as follows:
(2) Adjustments to expenses:
Year Ended
December 31, Three Months Ended
1996 March 31, 1997
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Amortization of patents over 20
years using the straight-line method $1,200 $300
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M T Financial Group, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
December 31, 1996
M T
Financial Photogen
Group, Inc. L.L.C. Adjustments Pro Forma
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Current assets:
Cash and cash equivalents 66,657 0 (58,511)(1) 8,146
Interest receivable 31,094 0 31,094
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Total current assets 97,751 0 (58,511) 39,240
United States Treasury Notes 1,107,715 0 1,887,589 (1) 2,995,304
Patent 0 5,489 18,511 (1) 24,000
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Total assets 1,205,466 5,489 1,847,589 3,058,544
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Current liabilities:
Accounts payable 2,841 0 0 2,841
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Shareholders' equity:
Common stock 29,211 0 6,789 (1) 36,000
Additional paid-in capital 2,269,652 7,268 717,972 (1) 2,994,892
Accumulated deficit (1,122,828) (1,779) 1,122,828 (1) (1,779)
Unrealized holding gain 26,590 0 0 26,590
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Total shareholders' equity 1,202,625 5,489 1,847,589 3,055,703
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Total liabilities and
shareholders' equity 1,205,466 5,489 1,847,589 3,058,544
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See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
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M T Financial Group, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
Year Ended December 31, 1996
M T
Financial Photogen
Group, Inc. L.L.C. Adjustments Pro Forma
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Revenues
Investment income 77,861 0 0 77,861
Expenses
General and
administrative 80,272 1,779 1,200 (2) 83,251
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Net Loss (2,411) (1,779) (1,200) (5,390)
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See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
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M T Financial Group, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
Three Months Ended March 31, 1997
M T
Financial Photogen
Group, Inc. L.L.C. Adjustments Pro Forma
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Revenues
Investment income 19,459 0 0 19,459
Expenses
General and
administrative 14,507 3,511 300 18,318
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Net Income (Loss) 4,952 (3,511) (300) 1,141
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See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
