UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-28772
SLOAN ELECTRONICS, INC.
(Name of Small Business Issuer in its charter)
Delaware 35-1990559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
2527 Monterey St., Sarasota, Florida 34231
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 925-2286
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
Indicate by check mark whether the Registrant (1) has filed all report
required to be filed by Section 13 or 15(D) of the securities Exchange
Act of 1934 during the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the 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. [ ]
As of December 31, 1997, the Registrant has outstanding 9,187,389 shares
of Common Stock, $.001 par value.
Documents Incorporated by Reference
1. Form 8-K/A, filed with the Securities and Exchange Commission
on March 18, 1998.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Sloan Electronics, Inc. (the "Company") designs, manufacturers and
markets electronic monitoring equipment primarily for the criminal
justice industry and the long-term health care industry. The Company
markets its house arrest monitoring equipment through its in-house
marketing department and currently distributes its products
through national service providers. The Company's medical division
has distribution agreements with Response USA, a distributor of
personal emergency response systems and with King Alarm, a security
product distributor.
The Company's revenue consist primarily from product sales. Based
on a written agreement, the Company will receive recurring payments
from Response USA based on a percentage of their service revenue.
During fiscal 1997 the Company has not yet generated any revenue
from recurring payments.
MAS Acquisition I Corp. (the "Company"), was incorporated on
July 31, 1996 in the State of Delaware, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. 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 the Company has changed its name to
Sloan Electronics, Inc. Pursuant to the terms of the merger
Agreement, 3,561,500 shares of Common Stock of Sloan was
converted into 8,227,070 shares of Common Stock of the Company
at the conversion rate of 2.31. In addition, the Company
has accepted the return of, and cancelled, 7,680,083 shares
of Common Stock issued to MAS Financial Corp. and issued
91,102 shares of Common Stock as finder's fee, which was
paid by MAS Financial Corp.
Products
The Company offers a full range of electronic monitoring
equipment for the criminal justice system's house arrest corrections
programs and for the medical industry's long-term health care
providers. The Company strikes a balance between its ability
to provide solid, state-of-the-art, high-quality products and its
ability to retail these products at the lower end of the industry's
pricing spectrum.
The concept behind the product line is that each product is able to
stand alone, without after-market equipment such as door sensors or
additional custom wiring, yet each product is integratable with a
number of pre-existing computer software programs. This philosophy
of integration makes the Company's SEI Alert products and
Wander Watch products more attractive to institutional consumers.
The SEI Alert 24 Single Offender Based System. A tamper-proof
transmitter is custom-fitted and attached to an offender's ankle.
This anklet is waterproof and designed to be worn at all times.
A home-based receiver is placed in a central location within a
residence, and a range setting is selected. In the event that the
anklet is removed, or that the person wearing it strays outside
the predetermined range, the event is recorded, time and date
stamped, and sent to an outside monitoring station within 60
seconds' time. The current industry average time window is over
8 minutes.
The SEI Alert 24 Half-Way House Multi-Residence System. Each
person paroled to a half-way house is fitted with an anklet
transmitter. The receiver then monitors the movements of each
client within the pre-determined parameter of the half-way house
and records any and all violations. This system can work as a
stand-alone measure with the current data sent via a telephone
line to monitoring station, or can also work as an in-house
employee monitoring station. The system is designed to monitor
from 1 to 50 offenders.
The SEI Alert 24 Drive-By Transmitter Detector. This device is
designed for use by parole officers, probation officers, or
security officers. This mobile surveillance system allows an
officer to check up on a house arrest client simply by driving
past this person's residence, work place, or school. The system
detects and displays the ID of a particular offender by
interfacing with that person's anklet transmitter. The receiver
unit time an date stamps the information collected and it can
also upload this information to a central computer.
The SEI Alert 24 Chain Gang / Work Release Departure Alert
System. Each inmate is fitted with an anklet transmitter.
A single guard mans the portable programmable receiver unit
which alerts the officer in the event that an offender, or
group of offenders, leaves the general area. A prototype of
this unit is currently in the circuit board layout house.
The Wander Watch Single Patient System. A custom fitted,
tamper-proof anklet is attached to a patient's leg. It is
completely waterproof and designed to be worn at all times,
including bathing and swimming. The micro-transmitter in
the anklet sends a coded silent radio signal to the home
receiver, which in turn measures the strength of those signals
and calculates the distance the patient is from the base unit.
An alarm will sound when the patient travels beyond the
selected range or if the anklet is removed.
The Wander Watch Multi-Patient Wander Alert System.
A computer-based system specifically designed for placement
within a medical facility, the Multi-Patient Alert System
is able to notify a care giver in the event of a patient
departure from a long-term healthcare facility. It was
originally configured to monitor the movements of 1 to 25
patients. Unlike most wander alert systems installed in a
medical facility, the Wander Watch system stands alone and
does not require custom electrical wiring, installation of
door sensors, or the use of door barrier detection equipment.
Fleet Watch Alert 24. This radio frequency reporting system
allows a company to passively keep tract of its fleet vehicle
traffic. Every time a fleet vehicle drives onto or off the
company property, the event is date and time stamped
automatically. This enables a company to keep tract of
employee hours, vehicle use and vehicle status instantly.
The Fleet Watch computerized base unit is fully integratable
with other computer software, allowing the unit to generate
vehicle status reports on demand. No longer is it
necessary for a company to assign an employee the duty of
physically counting each vehicle on the lot.
Nurse Call Alert 24. A wireless nurse call system with a 500
resident capacity which installs in less than 30 minutes.
The system utilizes fail-safe technology, provides coverage
of any size facility, outputs usage reports and provides for
a complete audit trail. The system's advanced features include
an automatic signal check, low battery reporting and an optional
range extender. The system can function as a nurses' call
network or it can complement an optional paging system to
direct staff to medical emergencies in a more timely and
efficient manner.
Industry Background
The Corrections Industry. The Justice Department's Bureau of
Justice Statistics confirmed in its midyear report that the
number of state and federal prison inmates grew by a record
89,707 during the previous 12 month period ending June 30,
1995. This is the largest annual increase in history and is
equivalent to adding 1,725 new beds to the nation's prison
system each week.
The United States currently locks up a greater share of its
residents than any other nation. As of June 30, 1995, there
were 1,004,608 state prison inmates, up 9.1%, and 99,466
federal inmates, up 1.6%. The annual increase in the prison
population since 1980 has been 8.7% per year.
The Criminal Justice System regards house arrest as an
acceptable alternative to to incarceration for its nonviolent
segment of the prison population, and as a better way to
monitor violent criminals once they are paroled to a half-way
house facility.
The Medical Industry. A patient's compulsive desire to
wander about is a symptom of dementia, which often
accompanies Alzheimer's Disease. Biologically, this is
caused by physical changes in the brain. Oftentimes the
patient acts out of routine, such as the repetitive action
of getting ready to leave for work every day. Sometimes
the patient just feels tense or trapped and wants to
escape his environment. Until recently, standard medical
practice was to heavily sedate these patients, or to
restrain a patient to a chair or bed to keep them from
wandering. Today, hospitals and institutions maintain
separate facilities to enable them to better deal with
patients who demonstrate a compulsive desire to wander
about.
The Company believes that the long-term healthcare segment
of the medical industry is growing at an ever increasing
rate. The Company also believes that the home-care
segment of the healthcare market is growing at a steady
rate. The Wander Watch Alert 24 Single Patient System
is specifically designed to meet the needs of the more
than 3 million Alzheimer's patients, and patients with
related medical disorders, who are cared for at home.
Business Strategy
The Company's business strategy is based upon establishing
a market share within the criminal justice house arrest industry
and within the healthcare industry. By Incorporating
better, more cost-effective technology into its SEI Alert
24 product line and its Wander Watch products, the Company
believes that its products are among the best currently
available in these two industries.
Management has defined the Company's role as that of primarily
a research, development and manufacturing entity. Management
plans to continue to market directly to consumers within
the criminal justice industry, while relying on distributors
such as KingAlarm and Response USA to market is Wander
Watch healthcare product line.
High-Quality Image. The Company believes that within the house
arrest industry, the Company has built a reputation for developing
and manufacturing one of the best, cost-effective and user-friendly
systems on the market.
The Wander Watch products and the SEI Alert 24 products reflect
the Company's commitment to quality. The Company pursues the highest
standards in its design, component selection, assembly and
appearance of its products. The Company recognizes that product
dependability and reliability are highly significant to the Company's
continued success. Therefore, quality control plays an important
role in the Company's business strategy.
Focus on Private Residence. The Wander Watch product line and the
SEI Alert 24 product lines are both specifically designed to be
used in a private home, apartment or townhouse. Ease-of-use
and stand-alone features inherent to both products give the
Company a competitive advantage in these areas.
The Wander Watch Single Patient System is both affordable and easy
to install. The receiver unit plugs into a standard outlet.
Unlike most competitive products, this is all that is required
to install and operate the products; doors do not need to be
wired with sensors. These are no wires or barriers associated
with the products. This stand-alone concept runs contrary to
current industry thinking. Management believes that this concept
is one of the reasons that makes the Company's product line
more attractive to the consumers.
Customer Service and Support. Sloan Electronics believes that its
relationship with its dealers and its consumers has contributed
significantly to its past success and should continue to
enhance its future prospects. The Company's ability to upgrade its
equipment in the field not only gives the Company a competitive
advantage within the industry but also allows it to focus on up-
selling and upgrading its product line.
Product Design and Development
The Company is continuously engaging in electronic component
research, design, experimentation and development, all of which
are essential to maintaining a competitive advantage in the
market place. The overall product development is managed and
directed by Paul Sloan, President of the Company. In addition,
on project-by-project basis, a product development team is
assembled from personnel within the Company and may include
personnel outside the Company as well.
The Company's product development team is responsible for
developing working designs of all approved product concepts
using computer-aided design systems, and for coordinating
all modeling and initial prototyping. The in-house testing
department evaluates all prototypes. The Company then creates
the full documentation to build its products and designs all
of its circuitry artwork. Complete product specifications and
blue-printed product designs are then sent to KimchuK Inc.,
which prints the circuit-boards, assembles, tests, performs
quality control inspections to rigid standards, packages
and finally drop-ships the Company's products to its
distributors or directly to its customers.
The Company believes that investment in product development,
and its relationship with KimchK, enables it to reduce
]prototype development time substantially. The Management
believes that this shortened lead time enhances the
Company's ability to place new products in distribution,
which strengthens its competitive position.
Sales and Marketing
The Company's marketing strategy varies based upon each product
line. With regard to the criminal justice house arrest market,
the Company plans to continue aggressively markets its SEI
Alert 24 products to independent service providers and to
municipalities which monitor and administer their own house
arrest programs. The Company has, however, turned over much
of its Wander WatchAlert24 patient departure alert systems
to KingAlarm, a major independent distributor of security
and related low voltage products. Marketing strategies and
distribution decisions concerning other products are handled
on a product-by-product basis.
SEI Alert 24 Products. The criminal justice house arrest market
is dominated by two manufacturers who, along with retailing
their products, are also contract service providers who compete
in the security industry. These manufacturers have developed
proprietary software which is not currently integratable with
standard, existing security company protocol. Their software
are not as effective or user-friendly as security industry
software. However, these manufacturers look upon this
proprietary software as a way to shut small security companies
out of a lucrative market.
Based on current trends, management believes that within 5
years, 80% of the municipalities who currently monitor their
own house arrest program will get out of the business.
Independent security contractors will be competing directly
against these two manufacturers for service contracts. The
Company is in the position to market its fully integratable
home incarceration system to these security providers, thus
leveling the playing field within the house arrest industry.
The Wander Watch Products. The Company views its corporate
role as that of developer, designer and manufacturer. To
that end, the Company has negotiated and signed a contract
with King Alarm to distribute its Wander Alert detection
equipment. King Alarm has name recognition throughout the
security industry, and is a major supplier for security
experts and consultants. King Alarm sponsors over 200
New Horizons technical and sales training seminars annually,
and hosts the King Alarm Expo, a two-day trade exposition
annually.
Advertising. The Company advertises in trade publications
specific to the markets it manufacturers products for, and
in journals which test its products and publish company-
b-company product comparisons. The Company is constantly
seeking out innovative ways to build name recognition
within the industries in which it competes, as well as to
create public awareness for its product line.
Competition
The Company competes in a number of niche markets which
continue to grow at an ever increasing rate.
House Arrest Market. The Company's competitors within the
criminal justice market include BI Incorporated and Strategic
Technologies, Inc. Although all of the Company's manufacturing
house arrest products base their products on the same
principals, management believes that the Company has
competitive advantages over its competitors within this
industry.
1. the SEI Alert 24 product line uses a 900 MHz spread
spectrum radio frequency rather than the standard 300 MHz
frequency. This difference in technology is similar to the
technological differences which exist between cordless
phones. Phones using 900 MHz radio frequencies are far
superior to those less expensive models which experience
interference problems due to the fact that they operate
at 300 MHz frequency.
2. the SEI Alert 24 products have an exclusive low range
setting on the receiver unit which ensures that house arrest
means house arrest and not neighborhood arrest. With other
systems, an offender could wander the neighborhood and
still not trip the distance setting on the base unit. The
industry standard low range setting is a 150 foot perimeter.
SEI's low range setting is between 40 and 60 feet.
3. From the time an offender steps outside the range setting
until he is detected as being outside the range setting
varies from between 6 to 30 minutes. With some systems,
an offender is able to leave his residence for that period
of time and return undetected. The SEI Alert 24 system
offers an exclusive 1 minute radio frequency window.
4. The SEI Alert 24 anklet transmitter is tamper resistant.
No tamper system currently available is 100% tamper proof
or false alarm proof; however, the SEI Alert 24 system
is the most reliable on the market when it comes to
false alarms. A false alarm necessitates a physical
inspection of the anklet transmitter by a monitoring officer;
therefore, this fact is viewed as a major selling point
among security providers.
5. The SEI Alert 24 product line has been designed to
allow security companies access to one of the fastest growing
segments of the industry: electronic home incarceration.
The use of abusive pricing policies and proprietary software,
software which makes the security industries central station
equipment incompatible, have worked together to keep small
independent contractors out of the market. These security
companies are now able to compete with BI Incorporated and
Strategic Technologies for municipal contracts on an even
footing. Unlike other manufacturers, the Company does not
compete against its customers in the contract monitoring business.
Long-Term Healthcare Market. The Company's competition in this
market includes WanderGuard, Code Alert, Watchmate and
Secure Care Products. All of these companies utilize proximity
sensing technology, which requires that a patient wear a
low powered transmitter which sends a weak signal. A receiver
is mounted at each door. When a patient approaches the door,
an alarm sounds and the door magnetically locks. The Company's
Wander Watch Alert 24 technology has a competitive advantage
over the industry's proximity-sensing systems since it
requires no additional wiring of door sensors and it provides
a higher level of patient security.
1. the transmitter attached to a patient has no removal alert
(an inherent part of the Wander Watch systems). These
transmitters are attached with a hospital ID type band.
Common behavior for an Alzheimer's patient, or other patients
suffering from dementia, is to try to remove everything
from their bodies. The Wander Watch anklet, if removed,
activates an alarm at the receiver unit.
2. Proximity-sensing technology requires the installation of
barriers, door sensors and magnetic locks. Prices per door
range from $2,500 to over $5,000, with the average facility
having anywhere between four and ten doors. Automatic door
locks also create problems with existing fire alarms and
fire regulations, for in the event of a fire, the proximity
technology needs to be deactivated.
3. The Wander Watch system utilize 900 MHz spread spectrum
radio frequency technology, a tamper-resistant anklet
transmitter with a tamper alarm, and sells its products
at a price below that charges by the competition.
The Fleet Watch Alert 24. The Fleet Watch system is another
unique product of the Company. The Company believes that
no other company offers a fully integratable passive
monitoring system for fleet vehicles. This system is able
to generate full vehicle status reports on demand, confirm
employee hours of vehicle operation and continuously
monitor the comings and goings of fleet vehicles. This
tamper resistant monitoring system installs in less than
30 minutes, ends unapproved vehicle use and provides a
complete audit trail and other necessary usage reports
for each vehicle in a company's fleet. This unit has
been successfully test on a fleet of concrete trucks.
The Nurse Call Alert 24. A fully supervised 900 MHz spread
spectrum wireless nurse call system is yet another innovation
by the Company. The Company believes that this system is
among the best wireless security system available, with
unique features such as automatic signal check and low
battery reporting. With the systems optional range extenders,
any sized facility may be monitored. Another unique
integratable option is the paging system which assists in
quicker response times by staff.
Manufacturing and Assembly
The Company manufacture all of its products in the U. S.
KimchuK Inc., the Company's primary contract manufacturer
has many years of experience as an electronics manufacturer
and designer. KimchK manufacturers over 500 different
products at its four plants located through out the east coast.
The Company's relationship with KimchK allows it to reduce
its production costs, to reduce its final testing costs and
to reduce its personnel costs. The Company designs all of
its products with automatic insertion and automatic testing
in mind. This attention to detail enables KimchuK to
manufacture and assemble the Company's products in the
most cost-efficient manner, while maintaining accuracy
in circuit board production and error-free transfer and
component connections.
Product Warranties. The Company supports its products with
a limited 1-year warranty which covers all defects in
materials or workmanship. the Company will repair or replace
defective units without charge to the consumer for labor
or materials. The Company's service department acts as
liaison between the customer and KimchK and works aggressively
to resolve any and all problems a customer may have with
any of its products. The Company has not experienced a
material level of product warranty claims for breakage or
other defects.
Future Products
The Company continues to look for new ideas for development
of new products. The Company believes that new products
could represent a substantial new business for the Company.
Government Regulation
The Company's facilities are subject to numerous federal,
state and local laws and regulations designed to protect
the environment from waste emissions and hazardous
substances. The Company is also subject to the Federal
Occupational Safety and Health Act and other laws and
regulations effecting the safety and health of employees
in the administrative and manufacturing areas of its
facilities. The Company believes that is is in compliance
in all material aspects with all applicable environmental
and occupational safety regulations.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's facilities consist of approximately 1,000 square
feet of office and work space, located at 2527 Monterey St., Sarasota,
FL 34231 and 200 square feet of office located at 116 Teatown Road,
Croton, NY 10520.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 8, 1997, the owner of a majority shareholders of MAS
Acquisition I Corp. approved the merger with Sloan Electronics, Inc.
A special shareholders ballot of Sloan Electronics, Inc. approved
the merger with MAS Acquisition I Corp. on November 20, 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
There is not market for the Company's securities.
(b) Holders.
As of December 31, 1997, there were approximately 54 holders of
the Company's Common Stock.
(c) Dividends.
The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends
on the Common Stock in the foreseeable future. The Company
intends to retain any earnings which it may realize in the
foreseeable future to finance its operations. Future
dividends, if any, will depend on earnings, financing
requirements and other factors.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company
and the Notes thereto appearing elsewhere herein.
General
The Company's financial information for the two years ended December 31,
1996 and December 31, 1997, respectively, reflects the merger with Sloan
Electronics, Inc. on December 5, 1997, which affected the Company's business
and has a significant impact on the Company's results of operations and
financial condition.
As result of an Agreement of Merger (the "Agreement") between the Company
and Sloan Electronics, Inc. ("Sloan"), Sloan has merged into the Company and
the Company has changed its name to Sloan Electronics, Inc. Pursuant to the
terms of the merger Agreement, 3,561,500 shares of Common Stock of Sloan
was converted into 8,227,070 shares of Common Stock of the Company at the
conversion rate of 2.31. In addition, the Company has accepted the return
of, and cancelled, 7,680,083 shares of Common Stock issued to MAS Financial
Corp. and issued 91,102 shares of Common Stock as finder's fee, which as
paid by MAS Financial Corp.
Results of Operations
A Majority of the Company's revenues are derived from sales of electronic
monitoring devices to the long term health care and criminal justice industry.
Sales revenue are recognized when the products are shipped.
Operating revenues increased by $100,834 (43%) for the fiscal year ended
December 31, 1997 as compared to the fiscal year ended December 31, 1996.
Gross profit for fiscal 1997 was $71,265, which represents a decrease of
$16,666, or 19.0%, below the $87,931 gross profit recognized in fiscal 1996.
The decrease was due to the lowering in the unit price to a primary distributor
and the Company will receive recurring payments on a percentage basis of this
distributor's service revenue for a period of three years. The Company has not
yet generated any revenue from recurring payments during fiscal 1997. Gross
profit, as a percentage of operating revenue, decrease from 37.9% for fiscal
1996 to 21.4% for fiscal 1997. The decrease was due to the lowering in the
unit price to a primary distributor. The cost of product sales rose from 62.1%
for the year ended December 31, 1996 to 78.6% for the year ended December 31,
1997. The lowering in the unit price to a primary distributor and an increase
in competition caused a decline in the Gross Profit Margin.
Selling, general and administrative expenses lowered to $273,537 in fiscal
1997, which represents a decrease of $1,061 or 0.4%, over selling, general
and administrative expenses for fiscal 1996. Selling, general and administrative
expenses, as a percentage of total operating revenues, declined from 118.4% to
82.2% for the fiscal year ended 1996 and 1997, respectively. Sales and marketing
expenses declined from $60,452 for the year ended December 31, 1996 to $31,921
for the year ended December 31, 1997, for a decrease of $28,531 or 47.2%. Sales
and marketing expenses declined due to the Company's strategy to grow by working
closely with major distributors. General and administrative expenses rose from
$214,146 in fiscal 1996 to $241,616 in fiscal 1997, representing an increase of
$27,470 or 12.8%. The increase in general and administrative expenses was caused
by increases in professional fees and contract services. The percentage increase
in general and administrative expenses of 12.8% was much lower than the 43.5%
increase in product revenues between the comparable periods, reflecting
efficiencies realized the the Company's corporate offices.
Amortization and depreciation expenses decreased by $14,150, from $29,156
to $15,006 for the fiscal year ended December 31, 1996 and 1997, respectively.
This decrease in amortization expenses is the result of under amortizing during
prior years.
Interest expense increased by $12,055 to $25,098 for the fiscal year ended
December 31,1997, from $13,043 for the fiscal year ended December 31, 1996. The
reason for the increase is due to increased borrowing from the shareholders of
the Company.
The net loss for the year was $227,370, or $0.02 per share based on
9,187,389 shares outstanding, as compared to a net loss of $208,210, or
$0.07 per share based on 3,200,000 shares outstanding. The net loss for
the period is primarily attributed to insufficient level of revenue
generated by the Company.
Liquidity and Capital Resources.
Net cash provided from financing activities was $94,000 for the year ended
December 31, 1997. Net proceeds of $50,000 was raised through private
placement of common stock and $44,000 from borrowing.
The Company has no material commitments for capital expenditures during
the next twelve months and believes that its current cash and working
capital position and future income from operations will be sufficient
to meet its cash and working capital needs for the twelve months.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S>
<C>
Report of Independent Auditors F-2
Balance Sheet at December 31, 1997 F-3-4
Income Statement for the
year ended December 31, 1997 F-5
Schedule 1 - Selling Expenses for the
year ended December 31, 1997 F-6
Schedule 2 - General and Administrative Expenses for the
year ended December 31, 1997 F-7
Statement of Cash Flows for the
year ended December 31, 1997 F-8
Statement of Stockholders' Equity for
year ended December 31, 1997 F-9
Notes to Financial Statements F-10-12
</TABLE>
<PAGE>
S. M. WARD CO.
ACCOUNTANTS AND AUDITORS
225 WEST 34TH STREET
NEW YORK, NEW YORK 10122
-----
(212) 967-6765
FAX (212) 967-6488
REPORT OF INDEPENDENT AUDITORS
Sloan Electronics, Inc.
Board of Directors
Sarasota, Florida
Chairman, Board of Directors,
We have audited the accompanying balance sheet of Sloan Electronics, Inc.
as of December 31, 1997, and the related Statements of Income, Cash
Flows, and Stockholders Equity. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as, evaluating the
overall balance sheet presentation. We believe that our audit of the
balance sheet provides 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 Sloan
Electronics, Inc. as of December 31, 1997, in conformity with generally
accepted accounting principles.
S. M. Ward Co.
New York, NY
March 20, 1998
F-2
<PAGE>
SLOAN ELECTRONICS INC.
BALANCE SHEET
AS OF DECEMBER 31, 1997
ASSETS
Current Assets:
Cash in bank $3,936
Accounts Receivable - Note 3 89,732
Inventory (at cost) - Note 4 10,151
------
Total Current Assets 103,819
Fixed Assets:
Computer Equipment (net of Accumulated
Depreciation of $1,848)- Note 2 1,887
Other Assets:
Due from officer $33,565
Deferred Research and corporate
development costs(net of Accumulated
Amortization of $21,315)- Note 2 49,735
Deferred costs of stock offering (IPO)
and Prepaid Advertising(net of Accumulated
Amortization of $21,385)- Note 2 49,897
Total Other Assets ------ 133,197
-------
Total Assets $238,903
========
See accountant's report
F-3
<PAGE>
SLOAN ELECTRONICS INC.
BALANCE SHEET
AS OF DECEMBER 31, 1997
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $124,586
Accrued Payroll Taxes Payable 6,900
Accrued Payroll 14,630
------
Total current liabilities 146,116
Other Liabilities:
Accrued Interest - Note 5 $36,384
Due to Stockholders - Note 5 160,000
Due - Other 15,000
------
Total Other Liabilities 211,384
-------
Total Liabilities 357,500
Stockholders Equity (deficit)
Common Stock - Note 6 $278,792
Paid-In-Capital 165,942
Accumulated Adjustments
Account(Deficit) ( 259,804 )
Retained Earnings (Deficit) ( 303,527 )
Total Stockholders Equity (Deficit) ( 118,597 )
-------
Total Liabilities and Stockholders Equity (Deficit) $238,903
========
See accountants report
F-4
<PAGE>
SLOAN ELECTRONICS INC.
INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1997
Income:
Sales $332,677
Cost of goods sold:
Beginning Inventory 26,165
Purchases 241,873
Freight-in 3,525
Less: Ending Inventory ( 10,151 )
------
Cost of goods sold 261,412
-------
Gross Profit $71,265
Expenses:
Selling expenses (Schedule 1) $31,921
General and administrative
Expenses (Schedule 2) 241,616
Interest on Notes -Note 4 25,098
------
Total
expenses: 298,635
Net Income/ (loss) ( $227,370 )
========
See accountants report
F-5
<PAGE>
SUPPLEMENTAL INFORMATION
SLOAN ELECTRONICS, INC.
SCHEDULE 1 - SELLING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
Advertising and Promotion $11,988
Sales Commissions 9,000
Other Selling Expenses 736
Trade Shows 10,197
------
Total Selling Expenses $31,921
=======
See accountants report
F-6
<PAGE>
SUPPLEMENTAL INFORMATION
SLOAN ELECTRONICS, INC.
SCHEDULE 2 - GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
Officer Salary $60,000
Payroll Taxes 4,821
Rent 13,104
Office Expenses 2,461
Telephone 5,794
Professional Fees 25,522
Other Contract Services 88,357
Facilities & Equipment Rental & Lease Costs 1,318
Travel, Transportation & Entertainment 7,743
Depreciation and amortization 15,006
Insurance 17,490
------
Total General and Administrative Expenses $241,616
========
See accountants report
F-7
<PAGE>
SLOAN ELECTRONICS, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
CASH FLOWS FROM OPERATION ACTIVITIES:
Net loss: ( $227,370 )
Add: Non cash items
Depreciation 773
Amortization 14,233
------
( 212,364 )
Adjustments to reconcile net loss to net
cash used in operating activities:
(Increase) in Accounts Receivabl ( 79,321 )
Decrease in Inventory 16,014
Decrease in Deposits 1,700
Increase in Accounts Payable 117,144
Increase in Accrued Interest 23,598
(Decrease) in Customer Deposits ( 2,400 )
Increase in Accrued expenses 21,341
------
Total Adjustments 98,076
Net cash used in operations ( 114,288 )
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets ( 1,584 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan 50,000
Sale of Common Stock 44,000
------
Net cash provided from financing
activities 94,000
------
Net decrease in cash ( 21,872 )
Opening cash 25,808
------
Closing cash $3,936
======
See accountants report
F-8
<PAGE>
SLOAN ELECTRONICS, INC.
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
Common Stock
------------
Shares Amount
------ ------
Shares Issued At Inception
& Through December 31, 1995 3,000,000 $ 34,792
Shares Issued in 1996
@ $1 Par
Value 200,000 200,000
Shares Issued in 1997
Until Merger date 361,500 36,000
------- ------
Total 3,561,500 $270,792
========= ========
After the merge, the 3,561,500 shares were converted into 2.31 shares of
the new company which became 8,227,070 shares. The original shareholders
of MAS Acquisiiton I Corp. (the merged company) retained 10% of the
shares outstanding at the merge date of 9,141,189 for a total of 914,119.
Shares Issued at
Merger Date 9,141,189 $270,792
Shares Issued after
Merger date through 12/31/97 46,200 8,000
------ -----
Total 9,187,389 $278,792
========= ========
See accountants report
F-9
<PAGE>
SLOAN ELECTRONICS, INC.
NOTES TO FINANCIAL STATEMENTS
12/31/97
1. Organization:
Sloan Electronics was incorporated in the state of Florida in July, 1993.
The Corporation designs, manufactures and markets electronics monitoring
equipment primarily for the criminal justice industry and the long term
health care industry.
On November 18, 1997 an agreement of merger between MAS Acquisition I
Corp., a Delaware corporation, incorporated July, 1996, and Sloan
Electronics, Inc., a Florida corporation was made and entered into. The
two corporations merged into a single corporation, in which the Florida
corporation ceased to exist, however the name of Sloan Electronics, Inc.
will remain for the merge. The outstanding shares of the Florida
corporation were converted as follows:
One (1) share of Florida corporation into 2.31 shares of the
Delaware corporation.
2. Summary of Significant Accounting Policies:
Method of Accounting
The corporation uses the accrual method of accounting for both financial
statement and tax purposes.
Depreciation
All assets are recorded at cost. Depreciation is calculated using
straight-line and accelerated methods for both book and tax purposes
based on the estimated useful lives of the assets. The company expenses
maintenance and repairs as the costs are incurred.
Depreciation has been computed based on three year estimated lives.
Amortization
In November, 1995 the Corporation entered into a private placement
arrangement. The costs of the IPO were capitalized and are being
amortized over a five year period.
F-10
<PAGE>
SLOAN ELECTRONICS, INC.
NOTES TO FINANCIAL STATEMENTS
12/31/97
The Corporation capitalized research and development costs which are also
being amortized over a five year period.
Income Taxes
When Sloan Electronics was incorporated, it was formed as a subchapter
S Corporation; passing through all income or loss directly to the
shareholders. No provision for income taxes was needed. As of 7/1/96,
the Corporations board of directors voted to rescind its S election
and is now a regular C Corporation. When the merge occured, the
Delaware Corporation remained, and therefore will be filing its tax
returns under the Federal ID number of the Delaware Corporation. For
1997, the Corporation incurred a loss, so no provision for income taxes
is required.
3. Accounts Receivable
These amounts are due from customers for products delivered. All
accounts are considered collectible and no allowance for doubtful
accounts has been recorded.
4. Inventory
Inventory is recorded at cost.
5. Due to stockholders and accrued interest.
This represents unsecured loans made by various stockholders. The
interest on the notes ranges from 10% simple interest to 18% simple
interest. Interest was accrued at December 31, 1997.
6. Common Stock
At the period ended 12/31/97, (after the merger), there was 100,000,000
shares of stock authorized; (80,000,000 common shares and 20,000,000
preferred shares.) Of these shares, there was 9,187,389 shares of common
stock and -0- shares of preferred stock issued and outstanding. The
common stock of the Sloan shareholders of 3,561,500 shares were converted
into 2.31 shares of the merged company for a total of 8,227,070 shares.
The original shareholders of MAS Acquisition I Corp. (the merged company)
retained 10% of the shares outstanding at the merge date of 9,141,189 for
a total of 914,119. Prior to the merger, MAS Acquisition I Corp. (the
merged company) gifted 100 shares each to 31 non-U.S. persons for a total
of 3,100 shares. MAS Financial Corp. transferred 45,551 shares to two
individuals for a total of 91,102 shares leaving MAS Financial Corp. with
a total of 819,917 shares. This transaction was done solely by MAS
Financial Corp. and does not affect Sloan Electronics, Inc. and is
provided solelly for information pruposes.
F-11
<PAGE>
7. Commitments and Contingencies
Lawsuits There are no liens, judgments or claims against
the Corporation.
F-12
<PAGE>
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS.
DIRECTORS AND EXECUTIVE OFFICERS
The Company's current Directors and executive officers have resigned.
The following persons are the Directors and executive officers of the
Company:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
- ---- --- --------
Larry Provost 49 Chairman of the Board of Directors, Secretary
and Chief Financial Officer.
Paul A. Sloan 39 President, Chief Executive Officer and Director.
Michael Solomon 53 Senior Vice President and Director.
Lester H. Cohen 52 Vice President - Marketing and Director.
James Vondra 57 Director.
</TABLE>
Mr. Larry Provost became Chairman, Secretary and Chief Financial Officer
of the Company since the merger on December 5, 1997. Mr. Provost is presently
President of Production Talent, Inc., a film and video production company.
Mr. Provost graduated with a B.A. degree in Psychology from New York
University in 1970. Mr. Provost has 25 years of experience in equipment
leasing.
Mr. Paul A. Sloan became President, Chief Executive Officer and a Director
of the Company since the merger on December 5, 1997. Mr. Sloan co-founded
Vorec Corporation in 1986 and served as design team leader for Vorec's
Voicenet and VISA RF products.
Mr. Michael Solomon became Senior Vice President and a Director of the
Company since the merger on December 5, 1997. Mr. Solomon has worked at
the New York City Police Department for 15 years. Mr. Solomon founded
Pro-Tech Security Systems, a company which installs and services
residential and commercial security systems, after retirement from
the New York City Police Department. Mr. Solomon holds a Master's Degree
in Criminal Justice Administration from New York Institute of Technology.
Mr. Lester H. Cohen became Vice President - Marketing and a Director of
the Company since the merger on December 5, 1997. Mr. Cohen served as
New York State Division of Probation Training Administrator, Chief of
Planning Policy and Program Development for the same department and as
a Line Probation Officer in the Steuben County Probation Department.
Mr. Cohen received a Master's Degree in Social Work from Adelphi
University, School of Social Work.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
Name and Principle All Other
Position Year Salary Compensation
- ------------------ ---- ------ ------------
Larry Provost 1997 $18,000 196,350 (1)
Chairman, Secretary 1996 12,000
and Chief Financial
Officer
Paul Sloan 1997 $60,000 (2)
President, Chief 1996 53,500
Executive Officer
and Director
(1) Mr. Provost received an aggregate of 196,350 shares as part of
total compensation during fiscal year 1997.
(2) Mr. Sloan has received $40,000 as of December 31, 1997. The balance
of $20,000 is accrued and payable by the Company.
In addition, the Company may award stock options to key employees,
member of management, directors and consultants under stock option programs
not yet adopted as bonuses based on service and performance.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
Principle Stockholders
The following table sets forth certain information as of December 31, 1997
regarding the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than
5% of the Company's Common Stock, (ii) by each Director and executive officer
of the Company and (iii) by all executive officer and Directors of the
Company as a group. Each of the persons named in the table has sole voting
and investment power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- ------------------- ------------------ ----------------
<S> <C> <C>
Larry Provost 1,293,492 14.08%
Chairman, Secretary
and Chief Financial Officer
116 Teatown Road
Croton, NY 10520
Paul Sloan 3,112,535 33.88%
President, Director
2527 Monterey St.
Sarasota, FL 34231
Lester Cohen (1) 588,763 6.41%
Director,
Vice President - Marketing
22317 Collington Dr.
Boca Raton, FL 33428
Margery Cohen Trust 588,763 6.41%
22317 Collington Dr.
Boca Raton, FL 33428
Michael Solomon 288,626 3.14%
Director,
Senior Vice President
3 Chippewa Ct.
Suffern, NY 10901
James Vondra 414,758 4.51%
Director
216 Overcrest Dr.
Benbrook, TX 76126
Aaron Tsai (2) 819,917 8.92%
c/o MAS Financial Corp.
1710 E. Division St.
Evansville, IN 47711
MAS Financial Corp. 819,917 8.92%
1710 E. Division St.
Evansville, IN 47711
Gregory Tuai 693,234 7.55%
4809 52nd Ave. S.
Seattle, WA 98118
John Rothrock 693,234 7.55%
125 Dogwood Road
Peekskill, NY 10566
Walter Eckman 496,783 5.41%
412 West Cowan Dr.
Houston, TX 77007
All Directors & Officers 5,698,174 62.02%
as a group (5 persons)
</TABLE>
(1) Mr. Lester Cohen is the husband of Mrs. Margery Cohen.
(2) Aaron Tsai is the sole shareholder, President and a Director of
MAS Financial Corp.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant
to Item 404 of Regulation S-B.
<PAGE>
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) Financial Statements are contained in Item 7.
(b) Reports on Form 8-K
The following Reports were filed on Form 8-K and are
incorporated by reference.
Amendment No. 2 to Form 8-K filed on March 18, 1998.
Amendment No. 1 to Form 8-K filed on January 5, 1998.
Form 8-K filed on December 19, 1997.
(c) Exhibits.
(2.0) Plan and Agreement of Merger between MAS Acquisition
I Corp. and Sloan Electronics, Inc. as filed with
the Form 8-K Amendment on March 18, 1998.
(2.1) Article of Amendment changing company name from
MAS Acquisition I Corp. to Sloan Electronics, Inc.
as filed with the Form 8-K Amendment on March 18, 1998.
(3.1) Articles of Incorporation as filed with the Form
10-SB Registration Statement on September 4, 1996.
(3.2) Bylaws of the Company as filed with the Form
10-SB Registration Statement on September 4, 1996.
(3.3) Bylaws of the Company adopted by the Company from
the Bylaws of Sloan Electronics, Inc.
(To be filed by Amendment)
(4) Specimen Stock Certificate as filed with the Form
10-SB Registration Statement on September 4, 1996.
(4.1) Specimen Stock Certificate replacing MAS Acquisition I
Corp. Stock Certificate.
(To be filed by Amendment)
(99.1) Form of Offshore Securities Subscription Agreement
as filed with the Form 8-K Amendment on March 18, 1998.
(99.2) Consulting Agreement
(99.3) Agreement with Response USA (To be filed by Amendment)
(99.4) Agreement with KingAlarm (To be filed by Amendment)
<PAGE>
MAS Financial Corp.
1922 North Bedford Ave. Tel: (812) 468-8250
Evansville, IN 47711 Fax: (812) 468-8251
- ----------------------------------------------------------------
Consulting Agreement
This agreement is entered into on this 28th day of October, 1997
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, for the purpose of advancing the business plans of
Client, Client wishes to contract for the control stock of an
acquisition company from MAS, and,
Whereas MAS owns or controls the control stock of MAS
Acquisition I Corp. (hereinafter referred to as "Acquisition"
company, a corporation organized under the laws of the State
of Delaware, having those classes and numbers of shares as
more fully set forth on the company information sheet
attached hereto and made a part hereof by reference.
MAS has control of Acquisition company and is prepared to
transfer the control block. Now, therefore, the parties
hereto hereby agree and covenant as follows:
(1) MAS agrees to take certain actions, and undertake
certain obligations for the orderly transfer of the
control block of stock of Acquisition company.
(comprised of 7,652,790 common capital shares of the
total of 8,503,100 common capital shares), to Client.
MAS agrees as well to do all of the following acts:
* Name Change and New Stock Certificates
* Unaudited financial statements brought forward
to most recent period.
* Change of officers and directors and resignation
of present board
* 15C211 prepared and filed with NASD.
* Deliver control block shares.
* Obtain CUSIP number.
* Obtain a stock symbol for trading on the NASDAQ
Bulletin Board
* Furnish Market Maker.
* Any other document or act needed to make an
orderly transfer of control.
All expenses incurred by the Acquisition company, after
the transfer of control by MAS to the Client, shall be
the responsibility of the Acquisition company.
(2) At closing, which shall take place at a time and
place mutually agreeable to the parties hereto, MAS
shall deliver to Client or its designee the following:
(a) Certificates representing the shares being sold
hereunder; containing the following legend:
"The securities represented by this Certificate have
not been registered under the Securities Act of 1933
(the "Act") and are "Restricted Securities" as the term
is defined in Rule 144 under the Act. The Common
Shares may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration
statement under the Act or exemption, the availability
of which is to be established to the satisfaction of
the Corporation."
(b) Necessary consents, if any, from the state of
domicile of the Acquisition company;
(c) All corporate books, records, and documents,
stock books, ledgers, minute books, articles
and by-laws of the Acquisition company;
(d) Shareholder list of the Acquisition company;
(e) Resignations of all present officers and directors,
effective as of the closing date;
(f) Copy of audited 1996 and unaudited 1997
financial statements;
(3) MAS represents and warrants the following:
(a) that the Acquisition company is a corporation duly
organized and existing under the laws of the State of
Delaware, unless otherwise noted;
(b) that the Acquisition company will use its best
efforts to preserve its business organization intact.
(c) that the Acquisition company will not enter into
any contract, commitment or transaction, or declare,
set aside or pay any dividend, or make any distribution
in respect of its capital stock, or waive any
obligation or liability, or compromise any claim, or
cancel any note, loan or other obligation owed to it,
without the consent of Client.
(4) MAS represents and warrants the following prior
to closing:
(a) That MAS will not cause any amendment to be made
in the Articles of Incorporation or By-Laws of the
Acquisition company, nor issue or cause to be issued
any additional shares of capital stock; nor issue or
cause to be issued any warrants, obligations,
subscriptions, options, convertible securities, or
other commitments under which any additional shares
of its capital stock may be directly or indirectly
authorized, issued or transferred nor will either
agree to do any of the acts listed above.
(b) That MAS will not do, or agree to do, any of the
following acts: (i) make any change in compensation
payable or to become payable to them, to any officer,
employee, sales agent or representative, (ii) make
any change in benefits payable to any officer,
employees, sales agent, or representative under any
bonus or pension plan or other contract or commitment,
or (iii) modify any collective bargaining agreement
to which the Acquisition company is a party or by
which it may be bound.
(5) Client represents and warrants the following
prior to closing:
(a) That Client is solely responsibly for the
decision to by acquired by the Acquisition company,
(b) That the Client firm to be acquired by the
Acquisition company which is the subject of this agreement
shall be suitable in all respects for such merger,
(6) The parties shall at all times keep each other's
information, sources, trade secrets, processes, and
confidential information strictly confidential.
(7) 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.
(8) Should Client terminate this transaction for any
reason other than the malfeasance or nonperformance of
MAS prior to the acquisition of the Acquisition company,
all monies paid to MAS up until that point shall be
retained by MAS as liquidated damages. The parties agree
to the reasonableness of these liquidated damages.
All documents and work product prepared for or on
behalf of Client by MAS up until that point shall
become the property of Client.
(9) MAS warrants that the Acquisition company being
transferred shall be transferred with no liabilities
and little or no assets, and shall defend and hold
Client and the Acquisition company harmless against
any action by any third party against either of them
arising out of, or as a consequence of, any act or
omission of MAS or the Acquisition company prior to,
or during the closing contemplated by this contract
of sale. MAS reserves the right, if necessary, to
substitute another Acquisition company acceptable
to Client of like worth.
(10) All of the representations and warranties contained
within this contract of sale, whether made by Client,
MAS, or MAS on behalf of the Acquisition company, will
be true and correct on the closing date as if made
on that date.
(11) At any time prior to the closing, Client and their
counsel, accountants and other agents shall have full
access during normal business hours to all properties,
books, accounts, records, contracts and documents
relating to the Acquisition company.
(12) This agreement shall be governed by the laws of
the State of Indiana, except insofar as the laws of the
State of Delaware shall apply in keeping with conflict
of laws and rules, in any dispute. 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 purchase price or any other fees
from Client.
(13) If any bona fide action or proceeding shall be pending
against any party on the closing date that could result
in an unfavorable judgment, decree or order that would
prevent or make unlawful the performance of this agreement,
or if any agency of the federal or of any state government
shall have objected to it on or before the closing date to
this transaction, or if any prospectus contemplated with
respect to the issuance and sale of shares by Buyers shall
have been disapproved by any federal or state regulatory
agency, either party may cancel and terminate this agreement
without liability to the other. All representations and
warranties of the parties shall expire and terminate and
be extinguished by the closing, and consummation of the
closing shall be conclusive proof that each party is fully
satisfied with the facts constituting the basis of the
representations and warranties of the other party and
with the performance of their obligations hereunder.
This paragraph shall not affect any obligation of any
party under this contract that is permitted to be
performed in whole or in part after the closing.
(14) Neither party may assign this agreement without the
prior written consent of the other party, which consent
shall not be unreasonably withheld. However, MAS may
requires up to 180 days to perform due diligence on
any assignee of Client, and may reject any assignee
not qualified by MAS.
(15) 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.
(16) 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:
MAS Financial Corp. Sloan Electronics, Inc.
1922 North Bedford Ave. P.O. Box 35287
Evansville, IN 47711 Sarasota, FL 34242
Exhibit 99.2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Sloan Electronics, Inc.
By: /s/ Paul Sloan
----------------------------------
Paul Sloan
President, Chief Executive Officer
and Director
Date: March 31, 1998
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual
Report on Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized.
By:
--------------------------------------
Chairman of the Board of Directors,
Secretary and Chief Financial Officer.
By: /s/ Paul A. Sloan March 31, 1998
--------------------------------------
President, Chief Executive Officer
and Director.
By:
--------------------------------------
Senior Vice President and Director.
By:
--------------------------------------
Vice President - Marketing and
Director.
By: i
--------------------------------------
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at December 31, 1997 and Income Statement for the year
ended December 31, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,936
<SECURITIES> 0
<RECEIVABLES> 89,732
<ALLOWANCES> 0
<INVENTORY> 10,151
<CURRENT-ASSETS> 103,819
<PP&E> 1,887
<DEPRECIATION> 1,848
<TOTAL-ASSETS> 238,903
<CURRENT-LIABILITIES> 146,116
<BONDS> 0
0
0
<COMMON> 278,792
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 238,903
<SALES> 332,677
<TOTAL-REVENUES> 332,677
<CGS> 261,412
<TOTAL-COSTS> 298,635
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,098
<INCOME-PRETAX> (227,370)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (227,370)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
