<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
ended December 31, 1996
Commission File Number 0-95440
M T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-4010347
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
875 NORTH MICHIGAN AVENUE, SUITE 2930
CHICAGO, IL 60611
(Address of principal executive offices)
(312) 397-2620
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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: / /
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant'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/
The issuer's revenues for its most recent fiscal year: $77,861
The aggregate market value of the voting stock held by non-affiliates of
the issuer as of December 31, 1996 was approximately $710,388.75 (computed on
the basis of the average of the bid and asked price of a share of Common
Stock during the 4th quarter as reported in the over-the-counter market).
Shares of Common Stock outstanding as of December 31, 1996: 29,211,026
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes: / / No: /X/
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
M T Financial Group, Inc. ("M T Financial" or the "Company") is a
Nevada corporation incorporated on December 28, 1994. M T Financial is the
successor by merger to Bemax Corporation, a California corporation ("Bemax").
The Bemax/M T Financial merger was effective as of March 31, 1995.
Bemax was incorporated in 1984 to develop and market computer printer
products. In April 1985, Bemax completed a public offering of its
securities, but discontinued operations in November 1988 due to inadequate sales
of these printer products and inadequate capital to conduct other research
and development. Bemax's operations have remained inactive since that time,
while it sought possible candidates for business combinations. M T Financial,
like its predecessor Bemax, has no business operations, but is seeking and
evaluating possible candidates for an acquisition or other business combination.
The Company had no employees during the fiscal year ended December
31, 1996, either full-time or part-time. Its officers served on an as needed
basis without compensation.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's current office is located at 875 North Michigan Avenue,
Suite 2930, Chicago, Illinois 60611, in space that is provided by its principal
stockholder without lease payments or obligations. The Company does not own any
real property.
ITEM 3. LEGAL PROCEEDINGS
During the fiscal year ended December 31, 1996, neither the Company
nor its property was a party or subject to any legal proceeding, and to the
knowledge of the Company, no proceeding is contemplated by a governmental
authority.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of M T Financial's 1996 fiscal year, there
were no matters submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company maintains no active trading market for its common stock,
however, the common stock has been traded in the over-the-counter market from
time to time.
The high and low trading prices for the Company's common stock during
each quarter of the last two fiscal years are set forth below.
Period Ended December Period Ended
31, 1995 December 31, 1996
High Low High Low
---- --- ---- ---
1st Quarter 1.00 1.00 .50 .50
2nd Quarter --- --- .625 .625
3rd Quarter --- --- .625 .625
4th Quarter .50 .50 .625 .625
The foregoing information was obtained from the National Association
of Securities Dealers as reported in the over-the-counter "bulletin board." The
quotations reflect inter-dealer prices, without retail markup, markdown or
commission and may not represent actual transactions. The foregoing information
reflects trade prices, and not bid or ask prices, because the small number of
trades through market makers for the Company's stock does not yield meaningful
bid and ask prices.
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<PAGE>
As of December 31, 1996, the Company's common stock was held by
approximately 476 shareholders, including brokers holding stock in "street
name."
Holders of the Company's common stock are entitled to receive such
dividends as may be declared by its Board of Directors. No dividends have been
paid with respect to the Company's common stock and no dividends are
anticipated to be paid by the Company in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Since 1988, the Company (including Bemax as its predecessor) has been
inactive and did not carry on any business operations. As a result, the Company
generated no revenues from operations for the past two fiscal years (other
than investment income of $77,861 for the year ended December 31, 1996 and
$53,199 for the year ended December 31, 1995) and experienced losses. The net
loss for the fiscal year ended December 31, 1996 was $2,411 compared to a net
loss of $56,682 for the nine months ended December 31, 1995. (Unrealized
holding gains and losses with respect to the Company's investment in U.S.
Treasury Notes are excluded from earnings and are reported as a separate
component of shareholders' equity until realized.) The losses resulted from
general and administrative expenses, including legal and other expenses incurred
in connection with evaluating possible transactions for the Company, the sale of
shares to new investors and the merger of Bemax into M T Financial.
The Company's sole operational activity since 1988 has been to seek
candidates for possible business combinations. M T Financial, as successor
to Bemax, is also seeking to acquire at least majority ownership of one or
more operating companies, including any company with which its principal
stockholders may be associated. Any such acquisition may involve a change in
control of the Company. There can be no assurances that the Company's ongoing
activities in this regard will be successful or that other types of business
transactions will not be considered or entered into by the Company.
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<PAGE>
As a result of the capital raised by the Company in 1994, the
Company can satisfy all of its cash requirements for the foreseeable future
and does not expect that its current activities will require it to raise
additional funds in the next twelve months (except if the Company engages in
an acquisition which requires additional capital). Unless a business
combination is effected which so requires, the Company does not expect the
purchase or sale of any of its assets or any significant change in the number
of its employees.
ITEM 7. FINANCIAL STATEMENTS
The response to this Item is contained in the Financial Statements
identified in Item 13 and attached to this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table and text sets forth the names and positions of all
directors and executive officers of Bemax and their positions and offices
with the Company on December 31, 1996. All of the directors will serve until
their terms expire and until their successors are elected and qualified, or
until their earlier death, retirement, resignation or removal. Terms of
directors on the Board are staggered, in that directors are divided into three
classes whose terms will expire one, two and three years from the last annual
meeting of shareholders. Officers generally serve at the discretion of the
Board of Directors. A brief description of the business experience of each
director and executive officer during the past five years is set forth in the
following chart. Other than Mr. Lyon, none of these individuals is a director
of any other companies subject to the reporting requirements under the federal
securities laws.
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<PAGE>
Name Age Position Director Since
---- --- -------- --------------
Michael T. Lyon* 53 Chairman of the October 7, 1994
Board, President to February 28,
and Chief Financial 1997
Officer
Stuart P. Levine* 51 Director and October 7, 1994
Vice President
Kathleen A. Beauchamp 55 Director, October 7, 1994
Secretary and
Treasurer
Robert J. Weinstein, M.D.* 51 Director February 28,
1997
* Effective February 28, 1997, Mr. Lyon resigned as Chairman of the
Board, President and Chief Financial Officer. Mr. Levine was elected on that
date to serve as Chairman of the Board, President and Chief Financial Officer,
and Dr. Weinstein was elected to fill the vacancy on the Board left by
Mr. Lyon's resignation.
MICHAEL T. LYON served as Chairman of the Board, President and Chief
Financial Officer of Bemax since October 7, 1994 and held the same offices in
M T Financial since its incorporation in December 1994. Mr. Lyon resigned as
an officer and director of the Company on February 28, 1997. Mr. Lyon has been
President of Amazing Savings of Illinois, a chain of retail closeout stores,
since 1991; and a principal of Lyon Associates, a financial consulting and
merchant banking firm, since 1986. Mr. Lyon is a graduate of Stanford Law
School.
STUART P. LEVINE has served as a Director and Vice President of Bemax
since October 7, 1994 and has held the same offices in MT Financial since its
incorporation in December 1994. On February 28, 1997, Mr. Levine assumed the
position of Chairman of the Board, President and Chief Financial Officer.
Mr. Levine's term as a Director will expire at the annual meeting in April 1999.
Mr. Levine has been President of Benefit Brokers of America, Inc. (an
insurance agency) since 1982. He is the cousin of Theodore Tannebaum.
Mr. Levine is a graduate of the Chicago-Kent College of Law, Illinois Institute
of Technology.
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KATHLEEN A. BEAUCHAMP has served as a Director and as Secretary and
Treasurer of Bemax since October 7, 1994 and has held the same offices in
M T Financial since its incorporation in December 1994. Ms. Beauchamp's term
as a Director will expire at the annual meeting in April 1998. Ms. Beauchamp
has been Principal Financial Administrator to Mr. Tannebaum since 1987.
Messrs. Lyon and Levine and Theodore Tannebaum (a principal
stockholder of the Company, see Item 11 below) are the owners of 10%, 20% and
30%, respectively, of the common stock of Fashionaire, Inc., and they served as
its Chairman, Vice Chairman and Senior Chairman, respectively. Fashionaire was
a small supplier of uniforms to the airline and other industries which filed for
bankruptcy on December 20, 1994 and is now in liquidation. Mr. Lyon has
acted as President of Fashionaire in the liquidation process.
ROBERT J. WEINSTEIN, M.D., has served as a Director since February
28, 1997. Dr. Weinstein served as Chief Executive Officer of United HealthCare
of Illinois until January 1, 1996 when he became a consultant to United
HealthCare Corporation. Dr. Weinstein's term as a Director will expire at the
annual meeting in April 1997. He is a graduate of the Chicago Medical School.
The Company's officers and directors are not currently subject to
compliance with Section 16(a) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
The following table set forth compensation paid by the Company to its
officers and directors as a group for services rendered to the Company in all
capacities during the fiscal year ended December 31, 1996. (Because
Dr. Weinstein was elected as a Director on February 28, 1997, he is not included
in the following table.) No officer or director received any cash compensation
during the fiscal year ended December 31, 1996.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------- --------------------------- -------------
NAME AND PRINCIPAL YEAR SALARY ($) OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
POSITION COMPENSATION STOCK UNDERLYING LTIP COMPENSA-
($) AWARD(S) ($) OPTIONS (#) PAYOUTS TION ($)
($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael T. Lyon 1996 $ 0 0 0 0 0 $ 0
President (CEO), 1995 0 0 0 0 0 0
CFO and Chairman 1994 0 0 0 0 0 0
Stuart P. Levine 1996 $ 0 0 0 0 0 0
Director, 1995 0 0 0 0 0 0
Vice-President 1994 0 0 0 0 0 0
Kathleen A. Beaucamp 1996 $ 0 0 0 0 0 $ 0
Director 1995 0 0 0 0 0 0
Secretary and 1994 0 0 0 0 0 0
Treasurer
</TABLE>
BOARD OF DIRECTORS
The directors of the Company receive no specified compensation for
serving as directors, and have no standard arrangements providing for such
compensation.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company has no employment agreements with any officers, directors
or other employees. Also, the Company has no compensation plan or arrangement
relating to the resignation, retirement or other termination of any person's
employment or to any change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the stock ownership of the Company's
directors and executive officers, and of any person or group known to the
Company to be the owner of more than five percent of the Company's Common Stock,
as of December 31, 1996.
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<PAGE>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ------------------- ---------------- --------
Common Stock Theodore Tannebaum 21,595,704 73.9
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock Robert Weinstein, M.D. 3,239,350 11.1
and Lois Weinstein
(Joint Tenants)
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock Michael T. Lyon 0 0
8130 N. St. Louis
Skokie, IL 60076
Common Stock Stuart P. Levine 3,239,350 11.1
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock Kathleen A. Beauchamp 0 0
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock All directors and 3,239,350 11.1
executive officers as
a group (3 persons)
There are no arrangements known to M T Financial which may result in a
change of control of the Company. However, see Item 6, above.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Office space for the Company has been provided free of charge by its
President and/or principal stockholder from time to time.
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<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) 1. The financial statements and opinion of independent
certified public accountants are set forth beginning
on page F-i of this Form 10-KSB.
2. The following exhibits are furnished with this Form 10-KSB:
Exhibit Description
------- -----------
3(ii) By Laws of M T Financial Group, Inc. (attached as Exhibit 3(ii)
to the Registrant's Current Report on Form 8-K dated March 31, 1995
and incorporated herein by reference).
27 Financial Data Schedule of M T Financial Group, Inc.
(b) The Company did not file any Current Reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1996.
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<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
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INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statements of Operations F-3
Statements of Shareholders' Equity F-4 - F-5
Statements of Cash Flows F-6 - F-7
Notes to Financial Statements F-8 - F-11
F-i
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
M T Financial Group, Inc.
Chicago, Illinois
We have audited the accompanying balance sheet of M T Financial Group, Inc.,
a development stage company, as of December 31, 1996, and the related statements
of operations, shareholders' equity and cash flows for the year ended and nine
months ended December 31, 1996 and 1995. 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 audits.
We conducted our audits 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 audits provide 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 M T Financial Group, Inc. at
December 31, 1996, and the results of its operations and its cash flows for
the year ended December 31, 1996 and for the nine months ended December 31,
1995 in conformity with generally accepted accounting principles.
Since we were not engaged to audit the financial statements of the Company
prior to April 1, 1994, the accompanying statements of operations and cash
flows, "cumulative amounts from April 1, 1989," and the statements of
shareholders' equity prior to the year ended March 31, 1995, were not audited
by us and, accordingly, we do not express an opinion on them.
/s/ BDO Seidman, LLP
Chicago, Illinois
February 17, 1997
F-1
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
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DECEMBER 31, 1996
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ASSETS (Note 1)
CURRENT ASSETS
Cash and cash equivalents $ 66,657
Interest receivable 31,094
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TOTAL CURRENT ASSETS 97,751
UNITED STATES TREASURY NOTES, face value $1,100,000 (Note 3) 1,107,715
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$ 1,205,466
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - ACCOUNTS PAYABLE $ 2,841
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SHAREHOLDERS' EQUITY (Notes 2 and 5)
Preferred stock, par value $.01 per share, 5,000,000 shares
authorized, none issued
Common stock, par value $.001 per share, 150,000,000 shares
authorized; 29,211,026 shares issued and outstanding 29,211
Additional paid-in capital 2,269,652
Deficit accumulated during the development stage (Note 1) (1,122,828)
Unrealized holding gain (Note 3) 26,590
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TOTAL SHAREHOLDERS' EQUITY 1,202,625
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$ 1,205,466
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-2
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
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Cumulative Nine Months
Amounts from YEAR ENDED Ended
April 1, 1989 DECEMBER 31, December 31,
(Note 1) 1996 1995
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REVENUES
Investment income $ 164,949 $ 77,861 $ 53,199
EXPENSES
General and
administrative 361,580 80,272 109,881
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Operating loss before
provision for state
income taxes (196,631) (2,411) (56,682)
PROVISION FOR STATE INCOME
TAXES 4,025 - -
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NET LOSS $ (200,656) $ (2,411) $ (56,682)
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NET LOSS PER COMMON SHARE
(Notes 1 and 5) $ (0.01) $ (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 29,211,026 29,211,026
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-3
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
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<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the Unrealized
------------------- Paid-in Development Holding
Shares Amount Capital Stage Gain Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, at April 1, 1989 4,830,000 $921,422 $ - $ (922,172) $ - $ (750)
Net loss for 1990 - - - (2,062) - (2,062)
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BALANCE, at March 31, 1990 4,830,000 921,422 - (924,234) - (2,812)
1 for 5 reverse stock split (Note 1) (3,863,937) - - - - -
Issuance of stock for cash in January 1991
(Note 2) 2,610,400 13,052 - - - 13,052
Issuance of stock for professional services
in January 1991 (Note 2) 223,000 1,113 - - - 1,113
Net loss for 1991 - - - (9,122) - (9,122)
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BALANCE, at March 31, 1991 3,799,463 935,587 - (933,356) - 2,231
Issuance of stock for cash in July 1991
(Note 2) 682,000 13,640 - - - 13,640
Net loss for 1992 - - - (7,796) - (7,796)
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BALANCE, at March 31, 1992 4,481,463 949,227 - (941,152) - 8,075
Issuance of stock for professional services in
October 1992 (Note 2) 10,000 2,500 - - - 2,500
Issuance of stock for professional services in
March 1993 (Note 2) 5,000 1,250 - - - 1,250
1 for 2 reverse stock split (Note 5) (2,248,231) - - - - -
Capital contributions (Note 2) - 6,000 - - - 6,000
Net loss for 1993 - - - (13,706) - (13,706)
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BALANCE, at March 31, 1993 2,248,232 958,977 - (954,858) - 4,119
Capital contributions (Note 2) - 11,400 - - - 11,400
Issuance of stock for cash in July 1993
(Note 2) 5,000 1,250 - - - 1,250
Net loss for 1994 - - - (11,389) - (11,389)
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</TABLE>
F-4
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
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<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the Unrealized
---------------------- Paid-in Development Holding
Shares Amount Capital Stage Gain (Loss) Total
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<S> <C> <C> <C> <C> <C> <C>
BALANCE, at March 31, 1994 2,253,232 $ 971,627 $ - $ (966,247) $ - $ 5,380
Issuance of stock for professional
services in April 1994 (Note 2) 20,000 5,000 - - - 5,000
Capital contributions (Note 2) - 22,234 - - - 22,234
Issuance of stock for cash in October
and December 1994 (Note 2) 56,148,806 1,300,002 - - - 1,300,002
Effect of merger and reincorporation
(Notes 1 and 5) (29,211,012) (2,269,652) 2,269,652 - - -
Net loss for year ended March 31, 1995 - - - (97,488) - (97,488)
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BALANCE, at March 31, 1995 29,211,026 29,211 2,269,652 (1,063,735) - 1,235,128
Net loss for nine months ended
December 31, 1995 - - - (56,682) - (56,682)
Unrealized holding gain (Note 3) - - - - 57,395 57,395
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BALANCE, at December 31, 1995 29,211,026 29,211 2,269,652 (1,120,417) 57,395 1,235,841
Net loss for year ended
December 31, 1996 - - - (2,411) - (2,411)
Unrealized holding loss (Note 3) - - - - (30,805) (30,805)
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BALANCE, at December 31, 1996 29,211,026 $ 29,211 $2,269,652 $(1,122,828) $ 26,590 $1,202,625
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-5
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Cumulative Nine
Amounts Months
from YEAR ENDED Ended
April 1, 1989 DECEMBER 31, December 31,
(Note 1) 1996 1995
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (200,656) $ (2,411) $ (56,682)
Adjustments to reconcile net loss to
net cash used in operating activities
Issuance of common stock for
professional services 9,863 - -
Amortization of discount on United
States Treasury Notes (13,500) (6,480) (4,680)
Changes in assets and liabilities
Interest receivable (31,094) (1,875) (13,281)
Accounts payable 2,091 (17,437) (3,894)
- ------------------------------------------------------------------------------------------
Net cash used in operating activities (233,296) (28,203) (78,717)
- ------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of United States Treasury Notes (1,067,625) (98,406) -
- ------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 1,327,944 - -
Proceeds from capital contributions
by shareholders 39,634 - -
- ------------------------------------------------------------------------------------------
Net cash provided by financing activities 1,367,578 - -
- ------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 66,657 (126,609) (78,717)
CASH AND CASH EQUIVALENTS, at beginning
of period - 193,266 271,983
- ------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, at end of period $ 66,657 $ 66,657 $ 193,266
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
F-6
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Cumulative Nine
Amounts Months
from YEAR ENDED Ended
April 1, 1989 DECEMBER 31, December 31,
(Note 1) 1996 1995
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURES CASH FLOW
INFORMATION
Cash paid during the period for
income taxes $ 4,112 $ - $ -
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NONCASH
OPERATING AND FINANCING ACTIVITIES
The Company issued 278,000 shares of
common stock in prior periods in
consideration of professional services $ 9,863 $ - $ -
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-7
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION AND
SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS Bemax Corporation ("Bemax") was incorporated in
July 1984 to engage in research and development
for the design, manufacturing and marketing of
printer products for the computer industry.
In November 1988, Bemax ceased operations because
it did not have the financing to continue its
research and development activities. In March
1995, Bemax was merged into M T Financial Group,
Inc. (the "Company"). As a result of the
merger, every two shares of Bemax common stock
held by Bemax stockholders were converted
into one share of M T Financial Group,
Inc. common stock. At the time of the
merger, the Company was reincorporated in
Nevada. The Company is currently inactive and
is seeking and evaluating merger and acquisition
candidates.
BASIS OF PRESENTATION The accompanying financial statements have been
prepared assuming that the Company will continue as
a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in
the normal course of business. Management is
contemplating merger and/or acquisition options
which it believes will provide for profitable
future operations to adequately fund operating
costs and long-term growth. Effective April 1,
1989, the Company abandoned all prior research and
development activities and began a search for a new
business to acquire or merge into, or a new line of
business to enter. Accordingly, the "cumulative
amounts" include amounts since April 1, 1989, which
is the date the Company began its search for a new
business.
Although the Company has suffered recurring losses
and negative cash flows from operations, management
believes its current capital will allow for the
Company's continued existence.
YEAR END The Company changed its year end from March 31 to
December 31, effective April 1, 1995.
F-8
<PAGE>
M T FINANCIAL GROUP, INC.
(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.
CASH EQUIVALENTS Highly liquid investments with a maturity of three
months or less when purchased are classified as
cash equivalents. The carrying amount approximates
fair value because of the short maturity of those
investments.
INVESTMENT IN The Company considers its investment in United
UNITED STATES TREASURY States Treasury Notes to be available-for-sale
NOTES securities. Unrealized holding gains and losses
are excluded from earnings and are reported as a
separate component of shareholders' equity until
realized.
INCOME TAXES Income taxes are calculated using the liability
method specified by Statement of Financial
Accounting Standards No. 109, "Accounting for
Income Taxes".
LOSS PER SHARE Loss per common share is based on the weighted
average number of shares outstanding during each
period adjusted to give retroactive effect of the
reverse stock splits in fiscal 1991, 1993 and 1995
(as a result of the merger).
2. SHAREHOLDERS' EQUITY In January 1991, the Company issued 2,610,400
shares of common stock for $13,052 and 223,000
shares for $1,113 of professional services to a
director/officer of the Company in lieu of cash
payment.
In July 1991, the Company issued 682,000 shares of
common stock for $13,640 to officers, directors,
employees and other related parties.
In October 1992, the Company issued 10,000 shares
of common stock for $2,500 for professional
services to a financial consultant of the Company
in lieu of cash payment.
F-9
<PAGE>
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
In March 1993, the Company issued 5,000 shares of
common stock for $1,250 for professional services
to a director of the Company in lieu of cash
payment.
In the year ended March 31, 1993, principal
shareholders of the Company made a capital
contribution of $6,000.
In the year ended March 31, 1994, principal
shareholders of the Company made capital
contributions of $11,400.
In July 1993, the Company issued 5,000 shares of
common stock for $1,250 to a financial consultant
of the Company.
In April 1994, the Company issued 20,000 shares of
common stock for $5,000 for professional services
to a financial consultant and a director/officer of
the Company in lieu of cash payment.
In the year ended March 31, 1995, principal
shareholders of the Company made capital
contributions of $22,234.
In October and December 1994, the Company issued
56,148,806 shares of common stock to new
shareholders for $1,300,002.
In the year ended March 31, 1995, the Company
increased the number of authorized common shares to
150,000,000.
In the year ended March 31, 1995, the Company
authorized the issuance of 5,000,000 shares of
$.01 par value preferred stock.
3. INVESTMENT IN The Company's investment in United States Treasury
UNITED STATES Notes consists of $1,100,000 principal amount,
TREASURY NOTES with interest at 6.375% and 5% payable
semiannually. The securities mature on
February 15, 1999 and July 15, 1999.
Fair value $ 1,107,715
Amortized cost 1,081,125
-----------
Unrealized gain $ 26,590
-----------
-----------
F-10
<PAGE>
4. INCOME TAXES At December 31, 1996, the Company has available,
for federal income tax purposes, operating loss
carryforwards of approximately $1,033,000, which
expire between 2000 and 2011, and tax credit
carryovers of approximately $23,000, which expire
between 2000 and 2001. The Company's ability to
utilize its operating loss and tax credit
carryovers is subject to limitations due to the
1995 change in ownership, pursuant to Section 382
of the Internal Revenue Code, as amended. The
Company has a deferred tax asset in the amount of
$436,000 that is fully reserved.
5. STOCK SPLITS In April 1993, the shareholders approved a 1 for 2
reverse stock split which reduced the total issued
and outstanding common stock of the Company to
2,248,231 shares. In March 1995, as a result of
the merger of Bemax into the Company, the Company
reduced the total issued and outstanding common
stock of the Company from 56,148,806 to 29,211,026
shares. All data in these financial statements
with respect to earnings per share and weighted
average number of shares outstanding has been
adjusted to reflect the reverse stock splits.
6. OTHER Office space was available to the Company free of
charge and its officers served on an as-needed
basis without compensation.
F-11
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
M T FINANCIAL GROUP, INC.
Date: March 28, 1997 /s/ Stuart P. Levine
---------------------------------------
Stuart P. Levine,
Chairman of the Board, President
and Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: March 28, 1997 /s/ Stuart P. Levine
---------------------------------------
Stuart P. Levine,
Chairman of the Board, President
and Chief Financial Officer
Date: March 28, 1997 /s/ Robert J. Weinstein, M.D.
---------------------------------------
Robert J. Weinstein, M.D.,
Director
Date: March 28, 1997 /s/ Kathleen A. Beauchamp
---------------------------------------
Kathleen A. Beauchamp,
Director, Secretary
and Treasurer
<PAGE>
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) of the Act by Registrants which have not registered securities
pursuant to Section 12 of the Act:
As of December 31, 1996, the Registrant has not sent any annual report or proxy
material to its security holders during the last fiscal year. In the event the
Registrant issues an annual report to security holders covering the Registrant's
fiscal year ended December 31, 1996, or an information statement or proxy
statement, such documents shall be furnished to the Commission for its
information. Such material, when furnished, shall not be deemed to be "filed"
with the Commission or otherwise subject to liabilities of Section 18 of the Act
(except to the extent that the Registrant specifically incorporates such
material by reference in its Form 10-KSB).
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 66,657
<SECURITIES> 1,107,715
<RECEIVABLES> 31,094
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 97,751
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,205,466
<CURRENT-LIABILITIES> 2,841
<BONDS> 0
0
0
<COMMON> 29,211
<OTHER-SE> 1,173,414
<TOTAL-LIABILITY-AND-EQUITY> 1,205,466
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,411
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,411)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,411)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,411)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
