<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 September 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 Identification No.)
incorporation or organization)


                  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 SEPTEMBER 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 . . . . . . . . . . . .    7

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . .   12

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . .   12






                                i
<PAGE>

                      PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        PHOTOGEN TECHNOLOGIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED CONDENSED BALANCE SHEETS

                                       SEPTEMBER 30, 1997   
                                         (Unaudited)        DECEMBER 31, 1996
                                       ------------------   -----------------
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                 $   74,545             $    -
  Interest receivable                           47,697                  -
  Prepaid expenses                              11,329                  -
  Marketable securities                        977,456                  -
                                            ----------             ------
     TOTAL CURRENT ASSETS                    1,111,027                  -

UNITED STATES TREASURY NOTES, TOTAL
 FACE VALUE $1,283,000                       1,246,055

EQUIPMENT AND LEASEHOLD IMPROVEMENTS            69,440                  -
PATENTS' COSTS                                  19,889              5,489
                                            ----------             ------
     TOTAL ASSETS                           $2,446,411             $5,489
                                            ==========             ======

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES-ACCOUNTS PAYABLE                $   29,944             $    -
                                            ----------             ------
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 the
  development stage after
  recapitalization                            (227,059)                 -
                                            ----------             ------
     TOTAL SHAREHOLDERS' EQUITY              2,416,467              5,489
                                            ----------             ------
     TOTAL LIABILITIES AND 
     SHAREHOLDERS' EQUITY                   $2,446,411             $5,489
                                            ==========             ======

                SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       1
<PAGE>

                         PHOTOGEN TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                                                    CUMULATIVE
                                   THREE MONTHS     NINE MONTHS      AMOUNTS
                                       ENDED           ENDED           FROM
                                   SEPTEMBER 30,    SEPTEMBER 30,   NOVEMBER 3,
                                       1997             1997           1996
                                   -------------    -------------   -----------
REVENUES

  Investment Income                   $  48,292       $  84,395      $  84,395

EXPENSES

  General and administrative and
  state income taxes                    237,938         309,675        311,454
                                     ----------      ----------      ---------
        NET INCOME (LOSS)             $(189,646)      $(225,280)     $(227,059)
                                     ==========      ==========      =========

NET INCOME (LOSS) PER COMMON SHARE    $       -       $    (.01)
                                     ==========      ==========

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING         36,000,000      32,878,269
                                     ==========      ==========


                 SEE NOTES TO CONDENSED FINANCIAL STATEMENTS


                                      2

<PAGE>
                                       
                        PHOTOGEN TECHNOLOGIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                          THREE MONTHS     NINE MONTHS      CUMULATIVE
                                              ENDED           ENDED        AMOUNTS FROM
                                          SEPTEMBER 30,    SEPTEMBER 30,    NOVEMBER 3,
                                               1997            1997            1996
                                          -------------    -------------   ------------
<S>                                       <C>              <C>             <C>
OPERATING ACTIVITIES
  Net income (loss)                       $  (189,646)     $  (225,280)   $  (227,059)
  Depreciation                                  2,605            2,605          2,605
  Amortization of discount on                            
   United States Treasury Notes                     -           (1,080)        (1,080)
  Realized gain on United States                         
   Treasury Notes                                   -          (17,519)       (17,519)
  Loss on securities                            1,048            1,048          1,048
Changes in operating assets and                          
 liabilities:                                            
  Prepaid Expense                               5,000          (11,329)       (11,329)
  Interest receivable                           6,552          (47,697)       (47,697)
  Accounts payable                             29,720           29,944         29,944
                                          -----------      -----------    -----------
     NET CASH PROVIDED (USED) BY                         
     OPERATING ACTIVITIES                    (144,721)        (269,308)      (271,087)
                                          -----------      -----------    -----------
INVESTING ACTIVITIES                                     
  Sale of marketable securities             1,204,464        1,204,464      1,204,464
  Purchase of marketable securities                 -       (2,222,247)    (2,222,247)
  Purchase of United States                              
   Treasury Notes                          (1,406,212)      (1,406,212)    (1,406,212)
  Sale of United States                                  
   Treasury Notes                             199,437        1,300,780      1,300,780
  Purchase of capital assets                  (63,065)         (72,046)       (72,046)
  Patents' costs                               (4,836)         (14,400)       (19,889)
                                          -----------      -----------    -----------
     NET CASH PROVIDED (USED)
     BY INVESTING ACTIVITIES                  (70,212)      (1,209,661)    (1,215,150)

FINANCING ACTIVITIES

  Proceeds from issuance of
   common stock                                     -            6,313          6,313
  Proceeds from capital
   contributions by stockholders                    -        1,918,312      1,925,580
  Cost of recapitalization                          -         (371,111)      (371,111)
                                                           -----------    -----------
     NET CASH PROVIDED (USED)
     BY FINANCING ACTIVITIES                        -        1,553,514      1,560,782
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                          THREE MONTHS     NINE MONTHS      CUMULATIVE
                                              ENDED           ENDED        AMOUNTS FROM
                                          SEPTEMBER 30,    SEPTEMBER 30,    NOVEMBER 3,
                                               1997            1997            1996
                                          -------------    -------------   ------------
<S>                                       <C>              <C>             <C>
NET INCREASE (DECREASE) IN CASH                          
AND CASH EQUIVALENTS                         (214,933)          74,545         74,545

CASH AND CASH EQUIVALENTS AT                             
BEGINNING OF PERIOD                           289,478                -              -
                                          -----------      -----------    -----------
     CASH AND CASH EQUIVALENTS                            
     AT END OF PERIOD                     $    74,545      $    74,545    $    74,545
                                          ===========      ===========    ===========
</TABLE>

               SEE NOTES TO CONDENSED FINANCIAL STATEMENTS



                                       4
<PAGE>

                        PHOTOGEN TECHNOLOGIES, 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             -       1,808,072             -       1,814,385

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 SEPTEMBER 30, 1997                -             -             -               -      (221,769)       (221,769)
                             ----------      --------       -------     -----------    ----------     -----------
BALANCE, AT
 SEPTEMBER 30, 1997          36,000,000      $ 36,000       $     -     $ 2,607,526    $ (227,059)    $ 2,416,467
                             ==========      ========       =======     ===========    ==========     ===========

</TABLE>

                 SEE NOTES TO CONDENSED FINANCIAL STATEMENTS


                                       5
<PAGE>

                           PHOTOGEN TECHNOLOGIES, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                               September 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 nine months ended September 30, 1997 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1997.

2.  RECAPITALIZATION AND MERGER

    On May 16, 1997, M T Financial Group, Inc. (an inactive public company) 
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 Photogen Technologies, Inc. (formerly known as 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 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.



                                       6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

    Since Photogen Technologies, Inc. (the "Company" or "Photogen") (formerly 
known as M T Financial Group, Inc.) acquired Photogen, Inc., the Company has 
been principally engaged in the research and development of drugs and medical 
device products for use in photodynamic therapy. The Company has not 
completed development of any product at this time. The Company has not 
generated revenues from the sale of any proposed products or other 
operations, and has continued to experience losses.  The Company's income for 
the nine months ended September 30, 1997 was $84,395 and resulted primarily 
from investment income on the proceeds from the sale of common stock in the 
Company's recent restructuring. The Company's net loss for the nine months 
ended September 30, 1997 was $225,280. The losses are attributable primarily 
to expenses related to pursuing patent protection for the Company's 
technology, acquiring equipment and commencing animal studies, and other 
general and administrative costs (including taxes). The Company expects to 
continue to incur losses for at least the next several years as it engages in 
research  and development, clinical testing, regulatory approval activities 
and the manufacture and sale of any products that the Company may develop.

    The Company is preparing a Registration Statement on Form 10-SB to  
register its common stock under Section 12(g) of the Securities Exchange Act 
of 1934. The Company expects to file the Form 10-SB during the fourth quarter 
of 1997 or the first quarter of 1998.  The Company is exploring the 
possibility of obtaining additional interim financing, in the range of $5 
million, through a private placement of common stock. However, these plans 
are in the preliminary stages and the Company has not identified any 
potential investor or price for its shares if it were to proceed with such an 
offering.

    The Company is continuing to pursue patent protection for its therapy and 
imaging technology with the U. S. Patent and Trademark Office, and in India 
and under the Patent Cooperation Treaty (covering countries in Europe, Japan, 
Korea, China, Brazil and others). The Company's treatment patent application 
was the subject of an office action from the U.S. Patent and Trademark 
Office.


                                       7
<PAGE>

The Company met with the patent examiner and has been able to file 
additional claims. The Company is awaiting further action from the U.S. 
Patent and Trademark Office. The Company is proceeding to file two divisional 
applications under its original treatment patent application. The Company is 
not aware of any developments with respect to the U.S. Patent and Trademark 
Office's consideration of its imaging patent application.

    The Company executed 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 
expected to begin during the fourth quarter of 1997.  The total cost of the 
work under the animal studies contract is $178,100.

    The Company is occupying approximately 3,000 square feet of office and 
laboratory space in Knoxville, Tennessee.  The Company pays a monthly rental 
of $4,680 for the facility (including certain equipment) plus charges for 
utilities and similar items.  The Company 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 or lease certain additional facilities and 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 animal studies contract includes the Company's use of personnel employed 
by the testing facility. For that reason, 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 cannot provide assurances that it will successfully achieve 
its goals or the commercial development of its technology in the foreseeable 
future. The Company's success in this regard must at this time be deemed 
speculative.  This Item 2 to Photogen's Form 10-QSB contains forward-looking 
statements which involve risks, uncertainties and other factors that may 
cause the Company's actual results or performance to differ materially from 
any results or performance expressed or implied by such forward-looking 
statements. Factors that could cause or contribute to those differences 
include the following:

    DEVELOPMENT STAGE COMPANY; NO PRODUCTS. The Company and its technology 
are in an early stage of development. The Company does not have any products 
for sale and has not generated revenues from sales. The Company does not 
expect to achieve revenues for at least several years. The products currently 
contemplated for


                                       8
<PAGE>

development by the Company will require significant additional research and 
development, preclinical and clinical testing and regulatory approval prior 
to commercialization. There can be no assurances that the Company's research 
or product development efforts will be successfully completed, or that any 
resulting products will be successfully transformed into marketable products, 
that required regulatory approvals can be obtained, that products can be 
manufactured at an acceptable cost and with appropriate quality, that any 
approved products can be successfully marketed, or that any products will be 
favorably accepted in the market.

    HISTORY OF LOSSES; NO ASSURANCE OF FUTURE PROFITS; NO DIVIDENDS. The 
Company and its predecessors have not declared or paid any cash dividends to 
stockholders, and the Company does not expect to do so in the foreseeable 
future. The Company expects to incur substantial and increasing losses for at 
least the next several years as its financial resources are used for research 
and development, preclinical and clinical testing and regulatory activities, 
manufacturing, marketing and related expenses. There can be no assurances 
that the Company will be able to achieve profitability in the future.

    UNPROVEN SAFETY AND EFFICACY; CLINICAL TRIALS. None of the Company's 
proposed drug and device products have completed the extensive preclinical 
and clinical testing for efficacy and safety in animals and humans required 
for regulatory approval prior to commercial use. This process may take at 
least several years, and the Company may encounter problems or delays.  If 
clinical trials are successful, there can be no assurances that the Company's 
proposed products will demonstrate sufficient safety or efficacy to warrant 
approval by the United States Food and Drug Administration or other domestic 
or foreign regulatory authorities or that any approvals will cover the 
clinical indications for which the Company may seek approval.

    RELIANCE ON THIRD PARTIES AND COLLABORATIVE RELATIONSHIPS. The Company 
does not have manufacturing or clinical testing facilities for its proposed 
products.  The Company intends to enter into collaborative relationships with 
third parties in connection with the research and development, preclinical 
and clinical testing, manufacturing, marketing and distribution of its 
proposed products. 

                                       9
<PAGE>

The Company initially will also be dependent on third parties for supply of 
laser products and for supplies of photodynamic drugs. There can be no 
assurances that the Company will be able to negotiate acceptable  
collaborative and supply arrangements or that collaborative arrangements 
will result in marketable products. In addition, there can be no assurances 
that collaborative relationships will not limit or restrict the Company or 
give the Company an adequate supply of necessary resources.  Further, there 
can be no assurance that the Company's collaborative partners will not 
develop or pursue alternative technologies either on their own or with 
others, including the Company's competitors, as a means of developing or 
marketing products for the diseases targeted by the collaborative programs 
and the Company's proposed products.

    SUBSTANTIAL ADDITIONAL FINANCING REQUIRED.  The Company has incurred 
negative cash flows from operations since its inception and will expend 
substantial funds in connection with its research and development programs. 
The Company will require substantial additional funding (the amount of which 
cannot be accurately estimated at this time; however, the amount could be at 
least $50 million) to continue or undertake its research and development 
activities, clinical testing and manufacturing, marketing, sales, 
distribution and administrative activities. Depending on market conditions, 
the Company will attempt to raise additional capital through equity and debt 
offerings, collaborative relationships and other available sources. No 
assurances can be given that additional funds will be available on acceptable 
terms (if at all) or the extent of dilution to existing stockholders that may 
result from such offerings.

    COMPETITION.  Many of the Company's competitors  have substantially 
greater financial, technical and human resources than the Company and, alone 
or through collaborative relationships, have substantially greater experience 
in developing products, conducting preclinical or clinical testing, obtaining 
regulatory approvals and manufacturing and marketing.

    UNCERTAINTIES REGARDING REIMBURSEMENT AND HEALTH CARE REFORM. Third party 
payors (including health insurers, managed care entities and similar 
organizations) are increasingly challenging the price of medical procedures 
and services and establishing protocols which may limit physicians' selection 
of products and


                                       10
<PAGE>

procedures. The extent to which third party payors will provide reimbursement 
for health care procedures and services (especially those using innovative 
technologies) is uncertain, and there can be no assurances that adequate 
reimbursement coverage will be available to enable the Company to achieve 
market acceptance of its proposed products or to maintain price levels 
sufficient for realization of an appropriate return on its proposed products.

    UNCERTAINTY REGARDING PATENT MATTERS. The Company's success will depend, 
in part, on its ability to obtain, assert and defend its patents, protect 
trade secrets and operate without infringing the proprietary rights of 
others. There is a risk that the Company's patent applications will not 
result in issued patents; and there is a risk that any issued patents will 
not provide the Company with proprietary protection or competitive 
advantages, will be infringed upon or designed around by others, will be 
challenged by others and held to be invalid or unenforceable or that the 
patents of others will have a material adverse effect on the Company. 
Photogen's current technology and any related patents are subject to two 
Confirmatory Licenses in favor of the United States Government as required by 
applicable regulations, in which Photogen granted an irrevocable license to 
the Government to use the technology under certain circumstances and granted 
certain "march-in rights" (permitting the Department of Energy to make use of 
the technology under certain circumstances). The Company also seeks to 
protect its proprietary technology and processes in part by 
confidentiality agreements; however, there can be no assurances that these 
agreements will not be breached, that the Company will have adequate remedies 
for any breach, or that the Company's trade secrets will not otherwise become 
known or be independently discovered by competitors.

    CONTROL BY EXISTING STOCKHOLDERS. As of October 31, 1997, the Company's 
officers, directors and principal stockholders beneficially owned 
approximately 97% of the outstanding common stock. The Company's principal 
stockholders are also parties to a Voting Agreement concerning the election of 
certain designees to the Board of Directors of the Company and Photogen, Inc. 
These stockholders will be able to elect the Company's directors and will 
have the ability to influence significantly the Company and the direction of 
its business and affairs. Such concentration of


                                       11
<PAGE>

ownership may delay or prevent a change in control of the Company, and may 
also result in the scarcity of outstanding shares currently available for 
purchase on the open markets. These factors may affect the market and the 
market price for the common stock in ways that do not reflect the intrinsic 
value of the Company's stock.

                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.  The following exhibits are furnished with this Form 10-QSB:

    Exhibit     Description
    -------     -----------
      3.1       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).

      3.2       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).

     10.1       Research Contract entered into by the Company and the 
                University of Tennessee, College of Veterinary Medicine 
                dated as of October 1, 1997.

     27         Financial Data Schedule of Photogen Technologies, Inc.

(b)  Reports on Form 8-K.

     None.


                                       12
<PAGE>

                                   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:  November 14, 1997               John Smolik, President




                                       13
<PAGE>

                                 EXHIBIT INDEX


Exhibit
No.             Description
-------         -----------
  3.1           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).

  3.2           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).

 10.1           Research Contract entered into by the Company and the 
                University of Tennessee, College of Veterinary Medicine 
                dated as of October 1, 1997.

 27             Financial Data Schedule of Photogen Technologies, Inc.