UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
MAS ACQUISITION VI CORP.
------------------------
(Name of Small Business Issuer in its charter)
Indiana 35-2035070
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9 Sandpiper Court, Fairview, Queesland, Australia 4870
------------------------------------------------- ----------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 61-7-40-331-277
---------------
--------------------
<PAGE>
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
INTRODUCTION
This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in connection
with a change of membership of the Board of Directors of MAS Acquisition VI
Corp. (the "Company") as the result of a Stock Subscription Agreement (the
"Agreement") between Sir Michael Bromley K.B.E. (Knight of the British Empire)
and the Company and a Stock Exchange Agreement (the "Agreement") between the
Company and CoalCorp Pty. Ltd. ("Coal"), where 88.65% of Coal was acquired
by the Company and the Company has changed its name to Nu Energy Inc.
NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN CONNECTION
WITH THE RESIGNATION AND ELECTION OF THE DIRECTORS OF THE BOARD. However,
Section 14(f) of the Act requires the mailing to the Company's shareholders of
the information set forth in this Information Statement. The Company will notify
the shareholder's by filing a Report on Form 8-K with the Securities and
Exchange Commission and by mailing this Information Statement to the
shareholders.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, 23,432,786 shares of Common
Stock of Coal shall convert into 1,301,823 shares of Common Stock of the
Company at the conversion rate of 18 to 1.
As a result of the Agreement, the Company has accepted the resignation of
the Board of Directors and Officers, as of March 9, 1999, consisting of
Aaron Tsai and Chia-Lun Tsai and appointed Gordon N. Subloo, Shane N. Subloo
and Robert Dillon.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Principle Stockholders
The following table sets forth certain information as of March 9, 1999
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>
Michael Bromley 6,850,000 71.22%
P. O. Box 557
Goroka, Papua New Guinea
Gordon Neil Subloo (1) 275,001 2.86%
President and Chairman of
the Board of Directors
9 Sandpiper Court
Fairview, QLD, 4870
Australia
Shane Neil Subloo (1) 25,000 *
Vice-President, Director
9 Sandpiper Court
Fairview, QLD, 4870
Australia
Calamansi Pty. Ltd. (1) 250,000 2.60%
1st Floor
42 McLeod St.
Cairns, QLD 4870
Australia
Noelleen Subloo (1) 275,001 2.86%
9 Sandpiper Court
Fairview, QLD, 4870
Australia
Robert Owen Dillon 15,000 *
Unit 3, 325 Sheridan Street
Cairns, QLD 4870
Australia
Gordon Sander (2) 855,870 8.90%
P.O. Box 362
Road Town
Tortola
British Virgin Islands
Nancy Sander (2) 855,870 8.90%
P.O. Box 362
Road Town
Tortola
British Virgin Islands
SellCorp Limited (2) 855,870 8.90%
P.O. Box 362
Road Town
Tortola
British Virgin Islands
Aaron Tsai 950,000 9.88%
c/o MAS Financial Corp.
1710 E. Division St.
Evansville, IN 47711
All Directors & Officers 290,001 3.02%
as a group (5 persons)
- ---------------------------
* Less than 1%
</TABLE>
(1) Mr. Gordon N. Subloo is Mrs. Noelleen Subloo's husband and Shane Neil
Subloo's father. Includes 25,000 shares owend by Shane Neil Subloo and
250,000 shares held by Calamansi Pty. Ltd. Mrs. Noelleen Subloo is a
Director of Calamansi and a 75% owner of Calamansi Pty. Ltd. Mr. Gordon
N. Subloo is the owner of 25% of Calamansi Pty. Ltd.
(2) Mr. Gordon Sander is the owner of 66.6% of SellCorp. Limited and Mrs.
Nancy Sander is the owner of 33.4% of SellCorp. Limited. Mr. Gordon
Sander is the husband of Mrs. Nancy Sander.
<PAGE>
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
- ---- --- --------
Gordon N. Subloo 45 Chairman of the Board of Directors
and Chief Executive Officer.
Shane N. Subloo 20 Vice President and Director.
Robert O. Dillion 46 Director and Secretary
</TABLE>
Mr. Gordon N. Subloo became Chairman and Chief Executive Officer of the
Company since the merger on March 8, 1999. Mr. Subloo has been
Chairman of the Board of Directors and Chief Executive Officer of CoalCorp
Pty. Ltd. since January 1997. Mr. Subloo is the Chief Executive Officer
of The Hudson Group P/L since January 1971 and Chief Executive Officer
of Drensee P/L since April 1993. Mr. Subloo served as Chief Executive
Officer of Religh Energy Corporation from January 1992 to August 1997.
Mr. Shane N. Subloo became Vice President and a Director of the Company
since the merger on March 8, 1999. Mr. Subloo has been a Director of
CoalCorp Pty. Ltd. since January 1996. Mr. Subloo is serving as I.T.
Consultant for Drensee Pty. Ltd. since April 1998.
Mr. Robert O. Dillion became Director and Secretary of the Company
since the merger on March 8, 1999. Mr. Dillon has been a Director of
CoalCorp Pty. Ltd. since January 1996. Mr. Dillion is a Director of
R O Dillion Accountants since January 1997.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Mr. Gordon N. Subloo will receive an annual salary of $60,000, Mr. Shane
N. Subloo will receive an annual salary of $25,000 and Mr. Robert O.
Dillion will receive an annual salary of $10,000. There are no employment
agreements between the Company and its executive officers or directors.
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.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MAS Acquisition VI Corp.
Date: March 9, 1999 By: /s/ Gordon N. Subloo
----------------------------------
Gordon N. Subloo, President and
Chairman of the Board of Directors
