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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 1)*
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)
December 5, 1997
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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 819,917
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
819,917
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,917
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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)
8.9%(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 December 31, 1997.
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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 819,917
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
819,917
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,917
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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)
8.9%(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 December 31, 1997.
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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. MAS Financial Corp. is a consulting
firm located at 1710 E. Division St., Evansville, IN 47711.
The Reporting Person has not, 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 December 5, 1997 pursuant to the terms of an Agreement of Merger
(the "Agreement") between the Company and Sloan Electronics, Inc. ("Sloan"),
Sloan has merged into the Company and MAS Financial Corp. returned 7,680,083
shares of Common Stock to the Company for cancellation, which includes
91,102 shares of Common Stock as finder's fee to two individuals paid by
MAS Financial Corp. leaving MAS Financial Corp. 819,917 shares of Common Stock.
ITEM 4, Purpose of Transaction.
The purpose of the transaction in the stock is for a change of control
of the Company. On December 5, 1997 pursuant to the terms of an Agreement of
Merger (the "Agreement") between the Company and Sloan Electronics, Inc.
("Sloan"), Sloan has merged into the Company. The board of directors of the
Company were replaced by the board of directors of Sloan. The Reporting
Person 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 person has no plans or proposals which relate to, or
could result in any of the matters referred to in Paragraphs (c), (e), (f),
(g) and (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 Person beneficially owns 819,917
shares of the Company's Common Stock, comprising approximately 8.9% of the
shares outstanding. The percentage used herein is calculated based upon the
9,187,389 shares of Common Stock of the Company stated by the Company as issued
and outstanding as of December 31, 1997, as reported in the Company's 10-KSB.
The Reporting Person and Aaron Tsai has shared voting and dispositive powers
with respect to all the shares of Common Stock to which this statement relates.
The Reporting Person has not effected any transactions in the shares of the
Common Stock except for the cancellation of shares of Common Stock returned to
the Company as follows:
On December 5, 1997, 7,680,083 shares of Common Stock were returned
directly to the Company for cancellation and no price was attributed to the
shares.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
The following exhibit was filed on Form 8-K on December 19, 1997 and is
incorporated by reference.
Exhibit 2.0 Agreement of Merger
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:May 6, 1998
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MAS Financial Corp.
/s/ Aaron Tsai
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Aaron Tsai, President
/s/ Aaron Tsai
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Aaron Tsai
