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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 2)*
Sloan Electronics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
831501 10 1
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(CUSIP Number)
MAS Financial Corp.
1710 E. Division St.
Evansville, IN 47711
(812) 479-7266
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box. / /
Note. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 831501 10 1 Page 2 of 4 Pages
------------ ----- -----
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAS Financial Corp.
61-1287669
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 917,417
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
917,417
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,417
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(1)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Calculated based upon the number of outstanding shares of Common Stock of
the Issuer on March 31, 1998.
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SCHEDULE 13D
CUSIP No. 831501 10 1 Page 3 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aaron Tsai
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 917,417
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
917,417
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,417
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Calculated based upon the number of outstanding shares of Common Stock of
the Issuer on March 31, 1998.
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per share
("Common Stock") issued by Sloan Electronics, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 2527 Monterey St.,
Sarasota, FL 34231.
ITEM 2. Identity and Background.
This statement is filed by MAS Financial Corp., a corporation
organized under the laws of the State of Delaware and Aaron Tsai, the Chairman
and President of MAS Financial Corp. ("MASF"). Aaron Tsai owns one hundred
(100%) of the outstanding capital stock of MASF. Aaron Tsai as an Officer and
Shareholder of MASF may be deemed to beneficially own the shares of Common
Stock of the Company owned of record by MASF. MAS Financial Corp. is a
consulting firm located at 1710 East Division Street, Evansville, Indiana
47711. MASF and Aaron Tsai are sometimes referred to collectively as the
Reporting Persons.
None of the Reporting Persons have, during the last five (5) years
(i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Considerations.
On April 28, 1998 pursuant to the terms of a Consulting Agreement
between the MAS Financial Corp. and the Company, The Company agreed to pay
100,000 shares of Common Stock as part of the compensation for services to
MAS Financial Corp.
ITEM 4. Purpose of Transaction.
The purpose of the transaction in the stock is for investment
purpose. The Reporting Persons may make purchases of Common Stock from time
to time and may acquire or dispose of any or all of the shares of Common
Stock held by him at any time. The Reporting persons have no plans or proposals
which relate to, or could result in any of the matters referred to in
Paragraphs (b) through (h), of Item 4 of Schedule 13D.
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ITEM 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Persons beneficially own 917,417
shares of the Company's Common Stock, comprising approximately 9.7% of the
shares outstanding. The percentage used herein is calculated based upon the
9,412,939 shares of Common Stock of the Company stated by the Company as issued
and outstanding as of March 31, 1998, as reported in the Company's 10-QSB.
The Reporting Persons have shared voting and dispositive powers with respect to
all the shares of Common Stock to which this statement relates. The Reporting
Persons have not effected any transactions in the shares of the Common Stock
since May 1, 1998, except for private transactions as follows:
<TABLE>
<CAPTION>
DATE TRANSACTION NO. OF SHARES PRICE PER SHARE
---- ----------- ------------- ---------------
<S> <C> <C> <C>
5-1-98 Acquisition 100,000 $0.10
5-1-98 Transfer 97,500 $0.00
5-1-98 Disposition 2,500 $0.00
</TABLE>
No person other than the Reporting Persons has the right to receive or
the power to direct receipt of dividend or the proceeds of sale of the shares
of Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
Exhibit 99.5 Consulting Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated:June 8, 1998
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MAS Financial Corp.
/s/ Aaron Tsai
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Aaron Tsai, President
/s/ Aaron Tsai
--------------------------------------
Aaron Tsai
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EXHIBIT 99.5
MAS Financial Corp.
1710 E. Division St. Tel: (812) 479-7266
Evansville, IN 47711 Fax: (812) 479-7267
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Consulting Agreement
This agreement is entered into on this 28th day of April, 1998 by and between
MAS Financial Corp. (hereinafter referred to as "MAS"), and Sloan Electronics,
Inc., their heirs, designees or assignees, (hereinafter referred to as
"Client"), and is made with reference to the following recitations:
Whereas, MAS has skills and expertise in the fields of business consulting,
due diligence, mergers and acquisitions, and public and private offering
structuring and transactions, and,
Whereas. Now, therefore, the parties hereto hereby agree and covenant as
follows:
(1) MAS agrees to assist Client prepare and file a registration documents for
a SB-2 registration with S.E.C. and with each State, where Client wishes to
register stock for a public offering, and
(2) MAS agrees to provide Client consulting services from the date of this
agreement to December 31, 1998.
(3) MAS is not rendering legal advise to Client. Each party is responsible
for all of it's own professional, legal, accounting, Broker-Dealer, and
consulting fees as they may apply to each party.
(4) Client agrees to pay MAS a total of $42,500 in cash and 100,000 common
shares of Sloan Electronics, Inc. valued at $10,000 or $0.1 per common share.
The 100,000 common shares of Sloan Electronics, Inc. shall be issued on the
date of this agreement. Of the $42,500, $5,000 is payable when fund is
available and the balance is due when the Client raised $125,000 or more
additional capital.
(5) The parties shall at all times keep each other's information, sources,
trade secrets, processes, and confidential information strictly confidential.
(6) This agreement shall be governed by the laws of the State of Indiana.
The parties agree to the jurisdiction of the Courts of the State of Indiana
and the United States District Court for the Southern District of Indiana as
the forums for the resolution of any legal disputes between the parties.
Client agrees to pay court costs, attorney fees in a reasonable amount, and
interest on any unpaid balances at the judgment rate then in effect in the
State of Indiana should it become necessary for MAS to engage in legal action
to recover any portion of the fees agreed in this agreement or any other fees
from Client.
(7) This documents contains the entire agreement between the parties hereto.
No oral or other representation or warranty has been given to Client by MAS,
and this agreement controls over any and all oral representations made by any
party to this transaction. This agreement may only be modified by a writing,
signed by the parties.
(8) Each party agrees to execute all of the documents and do all of the
things necessary to effectuate the purpose of this agreement, without delay or
limitations.
Accepted and Agreed Accepted and Agreed:
/S/ Aaron Tsai /S/ Paul Sloan
_____________________________ _______________________
MAS Financial Corp. Sloan Electronics, Inc.
By: Mr. Aaron Tsai, President By: Mr. Paul Sloan
Mailing Address:
1710 E. Division St. P.O. Box 35287
Evansville, IN 47711 Sarasota, FL 34242
