<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended June 30, 1997
Commission File Number 0-95440
PHOTOGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-4010347
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TN 37931
(Address of principal executive offices)(Zip Code)
(423) 769-4012
(Registrant's telephone number including area code)
Check whether the issuer (1) has filed all reports required to be filed
by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days:
YES: /x/ NO: / /
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 36,000,000 SHARES OF
COMMON STOCK, $.001 PAR VALUE PER SHARE, ISSUED AND OUTSTANDING AS OF
JUNE 30, 1997. NO SHARES OF PREFERRED STOCK, $.01 PAR VALUE PER SHARE, WERE
ISSUED OR OUTSTANDING AS OF THAT DATE.
Transitional Small Business Disclosure Format:
YES: / / NO: /x/
<PAGE>
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED). . . . . . . . . . . . . . 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION. . . . . . . . . . . . . . . . . . . 6
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . 7
i
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PHOTOGEN TECHNOLOGIES, INC.
(FORMERLY KNOWN AS M T FINANCIAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 289,478 $ -
Interest receivable 54,249 -
Prepaid expenses 16,329 -
Marketable securities 2,222,247 -
----------- -----------
TOTAL CURRENT ASSETS 2,582,303 -
EQUIPMENT AND LEASEHOLD IMPROVEMENTS 8,981 -
PATENTS' COSTS 15,053 5,489
----------- -----------
TOTAL ASSETS $ 2,606,337 $ 5,489
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES-ACCOUNTS PAYABLE $ 224 $ -
----------- -----------
SHAREHOLDERS' EQUITY
Preferred stock; par value $.01 per share; 5,000,000 shares
authorized; none issued - -
Common stock; par value $.001 per share; 150,000,000 shares
authorized; 36,000,000 shares issued and outstanding 36,000 -
Additional paid-in capital 2,607,526 5,489
Deficit accumulated during development stage after
recapitalization (37,413) -
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 2,606,113 5,489
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,606,337 $ 5,489
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
1
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(FORMERLY KNOWN AS M T FINANCIAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Three Months Six Months Amounts From
Ended June 30, Ended June 30, November 3,
1997 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES
Investment Income $ 36,103 $ 36,103 $ 36,103
EXPENSES
General and administrative and state income taxes 68,226 71,737 73,516
----------- ----------- -----------
NET INCOME (LOSS) $ (32,123) $ (35,634) $ (37,413)
----------- ----------- -----------
NET INCOME (LOSS) PER COMMON SHARE $ - $ -
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 32,642,815 30,936,401
----------- -----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(FORMERLY KNOWN AS M T FINANCIAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Three Months Six Months Amounts From
Ended June 30, Ended June 30, November 3,
1997 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (32,123) $ (35,634) $ (37,413)
Amortization of discount on United States Treasury Notes (1,080) (1,080) (1,080)
Realized gain on United States Treasury Notes (17,519) (17,519) (17,519)
Changes in operating assets and liabilities:
Prepaid Expense (16,329) (16,329) (16,329)
Interest receivable (54,249) (54,249) (54,249)
Accounts payable 224 224 244
----------- ----------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (121,076) (124,587) (126,366)
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of marketable securities (2,222,247) (2,222,247) (2,222,247)
Sale of United States Treasury Notes 1,101,343 1,101,343 1,101,343
Purchase of capital assets (8,981) (8,981) (8,981)
Patents' costs (9,564) (9,564) (15,053)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (1,139,449) (1,139,449) (1,144,938)
----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 6,313 6,313 6,313
Proceeds from capital contributions by stockholders 1,914,801 1,918,312 1,925,580
Cost of recapitalization (371,111) (371,111) (371,111)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,550,003 1,553,514 1,560,782
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 289,478 289,478 289,478
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - - -
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 289,478 $ 289,478 $ 289,478
=========== =========== ===========
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(FORMERLY KNOWN AS M T FINANCIAL GROUP, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Additional During The
Common Stock Members' Paid-In Development
Shares Amount Capital Capital Stage Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1997 - $ - $ 5,489 $ - $ - $ 5,489
NET LOSS AND CAPITAL
CONTRIBUTIONS FOR
THE PERIOD JANUARY 1,
1997 TO MAY 15, 1997 - - 3,511 - (3,511) -
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT
MAY 15, 1997 - - 9,000 - (3,511) 5,489
ISSUANCE OF STOCK FOR
CASH 6,312,833 6,313 - 1,797,137 - 1,803,450
CONTRIBUTED CAPITAL - - - 10,935 - 10,935
EFFECT OF
RECAPITALIZATION
AND MERGER 29,687,167 29,687 (9,000) 1,170,565 (1,779) 1,189,473
COST ASSOCIATED WITH
RECAPITALIZATION
AND MERGER - - - (371,111) - (371,111)
NET LOSS FOR THE
PERIOD MAY 16, 1997
TO JUNE 30, 1997 - - - - (32,123) (32,123)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, AT
JUNE 30, 1997 36,000,000 $ 36,000 $ - $ 2,607,526 $ (37,413) $ 2,606,113
=========== =========== =========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
4
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information pursuant to Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1997. For further information refer to the financial statements
and footnotes thereto included on Forms 8-K and 8-KA dated May 16, 1997 filed
by the Company.
2. RECAPITALIZATION AND MERGER
On May 16, 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
is a wholly owned subsidiary of M T Financial Group, Inc. (now known as Photogen
Technologies, Inc.).
For financial reporting purposes, Photogen is deemed to be the
acquiring entity. The transaction has been reflected in the accompanying
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.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
As of May 16, 1997, Photogen Technologies, Inc., formerly known as M T
Financial Group, Inc. (the "Company" or "Photogen"), effected a
recapitalization and completed a merger of a wholly-owned subsidiary with
Photogen, Inc. pursuant to a Plan and Agreement of Recapitalization and
Merger dated April 17, 1997 (the "Agreement") among the Company, Photogen,
Inc. and certain other parties. The completion of the transactions
contemplated by the Agreement was announced by the Company on a Form 8-K
dated May 16, 1997 filed with the Securities and Exchange Commission.
Financial data related to the transactions were reported on a Form 8-KA dated
May 16, 1997 (and filed July 30, 1997). The execution of the Agreement was
announced by the Company in a press release filed on a Form 8-K dated
April 17, 1997, and the Agreement itself was filed as an exhibit to the
Company's Form 8-KA dated April 17, 1997. Each of the foregoing reports
on Forms 8-K and 8-KA is incorporated herein by reference, and these reports
should be consulted for information about known trends, events and
uncertainties that are reasonably likely to have a material impact on the
Company and its business, its need for sources of liquidity, income and
revenues (or losses) from continuing operations, and similar matters.
As a result of legal and other expenses related to the consummation of
the transactions contemplated by the Agreement, pursuing patent protection
and other administrative costs, the Company generated no revenues from
operations and incurred certain expenses. The Company's net loss for the six
months ended June 30, 1997 was $35,634. The Company believes it has enough
cash resources for its currently anticipated needs during the next twelve
months and will not have to raise additional funds; however, as noted below,
complete development and commercialization of the Company's technology will
require substantial additional funds.
The Company is continuing to pursue patent protection for its therapy and
imaging technology with the U. S. Patent and Trademark Office. The Company is
also negotiating a contract to conduct animal studies which seek to demonstrate
the efficacy of the Company's technology in animal models, including with
respect to the spatial control, safety, multiple agent activation and depth of
penetration of the laser. The animal studies are anticipated to begin in
September 1997 after the contract is finalized.
The Company has secured office and laboratory space and is proceeding to
equip its laser research and development laboratory through the loan of certain
laser equipment systems from a large laser manufacturer. The Company intends to
purchase certain additional equipment for approximately $175,000.
The Company anticipates expenditures for additional employees and equipment
to be minimal until the results of the animal testing are known. The proposed
animal studies contract is expected to include the Company's use of personnel
employed by the testing facility.
Completing human testing and seeking FDA licensure of therapeutic and
diagnostic modalities is expected to take considerably longer than a year and
will require substantial additional financing or contributions from strategic
partners, perhaps as much as $50 million. While the Company is guardedly
optimistic about achieving these goals, it cannot, however, provide assurances
that it will successfully achieve these goals or the commercial development of
its technology in the foreseeable future. The Company's success in the
commercialization of its technology must at this time be deemed speculative.
The statements herein relating to performance of the Company are forward
looking statements. Such forward looking statements involve risks and
uncertainties relating to, without limitation, the issuance of Letters Patent in
the United States and worldwide covering the Company's principal claims in its
pending patent applications, the demonstration of the safety and efficacy of the
Company's technology in animal and human models, and receipt of appropriate
regulatory approvals from the U.S. Food and Drug Administration and other
agencies. While the Company remains optimistic about receiving patent
protection in the United States and in the industrialized countries of the world
regarding the principal claims made in the patent applications and in overcoming
the risks referred to above, no assurances of such results can be given at this
time.
6
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On May 16, 1997, the Company sold an aggregate of 6,312,833 shares of
common stock of the Company to Robert Weinstein, M.D., and Lois Weinstein, as
joint tenants with rights of survivorship, Stuart Levine, W.F. Investment
Enterprises, L.P. and Thomas Rosenberg for a purchase price of $.28568 per share
(an aggregate of $1,803,450.11). These shares were issued as part of the
recapitalization transactions described in the Agreement referred to in Part I,
Item 2, above.
As of May 16, 1997, as part of the merger pursuant to the Agreement, each
of the 500 outstanding shares of Photogen, Inc. common stock was converted into
48,000 shares of Company common stock (which resulted in the issuance of a total
of 24,000,000 shares). The five shareholders of Photogen, Inc., consisting of
Eric Wachter, Craig Dees, Walter Fisher, Thomas Scott and John Smolik, each
acquired 4,800,000 shares. The Company's Board of Directors considered various
factors in connection with the evaluation of the recapitalization and the
24,000,000 shares of Company common stock to be issued to the five shareholders
for Photogen, Inc.'s technology and assets, and in doing so valued such
technology and assets for at least $24,000, being the par value of the common
stock issued in the merger.
All common stock issued as part of the recapitalization and merger was
issued in private placements to a small number of purchasers and without public
solicitation. Accordingly, the shares issued in those transactions were exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933 and
related regulations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an Annual Meeting of Shareholders (the "Meeting") on May
15, 1997. The Company did not solicit proxies in connection with the Meeting.
The Meeting was held for the following purposes:
1. To consider and vote upon a proposal to ratify, adopt and approve a Plan
and Agreement of Recapitalization and Merger dated as of April 17, 1997,
pursuant to which the Company will (a) recapitalize its common stock, $.001
par value per share, (b) acquire Photogen, Inc., (c) amend and restate it
Articles of Incorporation (including changing its name to "Photogen
Technologies, Inc."), (d) amend and restate its Bylaws, and (e) elect five
directors to its Board of Directors. The votes regarding the Proposal were
as follows: For: 28,572,107; Against: 0; Abstain: 0.
2. To consider and vote upon a proposal to re-elect Robert J. Weinstein, M.D.
to the Board of Directors if Proposal 1 was not approved or if the Photogen
acquisition did not close on or before May 31, 1997. The votes regarding
the Proposal were as follows: For: 28,572,107; Against: 0; Abstain: 0.
3. To consider and vote upon a proposal to ratify and approve the appointment
of BDO Seidman, LLP as the Company's independent certified public
accountants for 1997. The votes regarding the Proposal were as follows:
For: 28,572,107; Against: 0; Abstain: 0.
Proposal 1 was approved by the requisite number of shareholders, and
accordingly, the Articles of Incorporation of the Company were amended to
increase the size of the Board of Directors to five. Two directors resigned and
Drs. Wachter, Fisher, and Dees and Mr. Smolik were each elected to the Board to
serve for a one year term and until his successor is elected and qualified, and
Dr. Weinstein continued to serve as a director.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are furnished with this Form 10-QSB:
Exhibit Description
------- -----------
3(i) Restated Articles of Incorporation of Photogen
Technologies, Inc. (attached as Exhibit 3(i) to the
Registrant's Current Report on Form 8-K dated
May 16, 1997 and incorporated herein by reference).
3(ii) Bylaws of Photogen Technologies, Inc. (Amended and
Restated as of May 16, 1997) (attached as Exhibit
3(ii) to the Registrant's Current Report on Form 8-K
dated May 16, 1997 and incorporated herein by
reference).
27 Financial Data Schedule of Photogen Technologies, Inc.
7
<PAGE>
(b) Reports on Form 8-K.
The Company filed the following Reports on Form 8-K for the quarter
ended June 30, 1997:
1. Form 8-K dated April 17, 1997 reporting that the Company had
entered into a Plan and Agreement of Recapitalization and
Merger.
2. Form 8-KA dated April 17, 1997 amending the Form 8-K dated
April 17, 1997 to include as an Exhibit the Plan and
Agreement of Recapitalization and Merger.
3. Form 8-K dated May 16, 1997 reporting that the Company
completed the recapitalization and merger as reported on the
Forms 8-K and 8-KA dated April 17, 1997.
4. Form 8-KA dated May 16, 1997 reporting certain financial
statements of the Company related to the recapitalization
and merger as reported on the Form 8-K dated May 16, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Photogen Technologies, Inc.
/s/ John Smolik
-----------------------------------------
Date: August 14, 1997 John Smolik, President
8
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
3(i) Restated Articles of Incorporation of Photogen Technologies,
Inc. (attached as Exhibit 3(i) to the Registrant's Current
Report on Form 8-K dated May 16, 1997 and incorporated herein by
reference).
3(ii) Bylaws of Photogen Technologies, Inc. (Amended and Restated as
of May 16, 1997) (attached as Exhibit 3(ii) to the Registrant's
Current Report on Form 8-K dated May 16, 1997 and incorporated
herein by reference).
27 Financial Data Schedule of Photogen Technologies, Inc.
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 289,478
<SECURITIES> 2,222,247
<RECEIVABLES> 70,578
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,582,303
<PP&E> 24,034
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,606,337
<CURRENT-LIABILITIES> 224
<BONDS> 0
0
0
<COMMON> 36,000
<OTHER-SE> 2,570,113
<TOTAL-LIABILITY-AND-EQUITY> 2,606,337
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 35,634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (35,634)
<INCOME-TAX> 0
<INCOME-CONTINUING> (35,634)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (35,634)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
