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 quarter ended  - September 30, 1999
                                        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
                        Salient Cybertech, 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)

     1715 Stickney Pt,. Rd, Sarasota FL                        34231
     (Address of principal executive offices)                (Zip Code)

     Registrant's telephone number, including area code:(941)349-6583


(Former  name, former address and former fiscal year if  changed  since
last report)

     Indicate by check mark whether the Registrant (1) has filed all
reports 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 [ ]

     As of September 30, 1999, the Registrant has outstanding
11,647,749 shares of Common Stock, $.001 par value.


                   Documents Incorporated by Reference

Certain  exhibits  listed in Item 6 of Part II have been incorporated  by
reference. An index to exhibits appears with Item 6.







<PAGE>
THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD  LOOKING
STATEMENTS  WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION  REFORM
ACT  OF  1995.  THESE  STATEMENTS APPEAR IN A  NUMBER  OF  PLACES  IN  THIS
QUARTERLY  REPORT  AND INCLUDE STATEMENTS REGARDING THE INTENT,  BELIEF  OR
CURRENT  EXPECTATIONS  OF  THE COMPANY, WITH RESPECT  TO  (I)THE  COMPANY'S
PRODUCT  DEVELOPMENT  AND  FINANCING  PLANS,  (II)  TRENDS  AFFECTING   THE
COMPANY'S  FINANCIAL CONDITION OR RESULTS OF OPERATIONS,(III)THE IMPACT  OF
COMPETITION AND (IV)THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH  FORWARD-
LOOKING  STATEMENTS  ARE NOT GUARANTEES OF FUTURE PERFORMANCE  AND  INVOLVE
RISKS  AND  UNCERTAINTIES, AND ACTUAL RESULTS MAY  DIFFER  MATERIALLY  FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.



                           Salient Cybertech, Inc.
                                Form 10-QSB
              Quarterly Report, period ended September 30, 1999

INDEX                                            page number

PART I  Financial Information

Item 1. Financial Statements

Accountants' Compilation Report                      F1

Statements Of Financial Condition                    F2

Statements Of Operations                             F3

Statement Of Changes In Stockholders' Equity         F4

Statements Of Cash Flows                             F5


Item 2.   Management's discussion and analysis of
   financial conditions and results of operations.


Part II.  Other Information














<PAGE>


 November 4, 1999




TO THE BOARD OF DIRECTORS
Salient Cybertech, Inc.
  (formerly known as Sloan Electronics, Inc.)
Sarasota, Florida





We  have  compiled  the accompanying statements of  financial  position  of
Salient  Cybertech, Inc. (formerly known as Sloan Electronics, Inc.) as  of
September 30, 1999 and December 31, 1998, the related statements of changes
in  stockholders' equity for the period ended September 30, 1999,  and  the
statements  of  operations  for the three and  nine  month  periods  ending
September 30, 1999 and 1998 and cash flows for the nine month periods ended
September 30, 1999 and 1998, in accordance with Statements on Standards for
Accounting  and  Review  Services  issued  by  the  American  Institute  of
Certified Public Accountants.

A compilation is limited to presenting in the form of financial  statements
information that is the representation of management.  We have not  audited
or reviewed the accompanying financial statements and, accordingly, do  not
express an opinion or any other form of assurance on them.

Management  has  elected  to  omit substantially  all  of  the  disclosures
required  by  generally  accepted accounting principles.   If  the  omitted
disclosures were included in the financial statements, they might influence
the  user's conclusions about the Company's financial position, results  of
operations,  and cash flows.  Accordingly, these financial  statements  are
not designed for those who are not informed about such matters.

/s/Bobbitt, Pittenger & Company, P.A.


Certified Public Accountants

<PAGE>

                    SALIENT CYBERTECH, INC.
            (FORMERLY KNOWN AS SLOAN ELECTRONICS, INC.)

               STATEMENTS OF FINANCIAL CONDITION

                                        Sept 30,    December 31,
                                         1999          1998
ASSETS

Cash                                 $      165      $   19,792
Accounts receivable - net                15,072          12,126
Inventory                                25,605          27,171
Prepaid insurance                         6,407          26,422
Prepaid legal fees - current            562,500
Deferred syndication costs              100,000         100,000
                                       --------        --------
TOTAL CURRENT ASSETS                    709,749         185,511

EQUIPMENT - NET                           1,220           1,892
Prepaid legal fees-long term            187,500
                                       --------        --------
                                   $    898,469     $   187,403
                                       ========         =======
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable                  $     111,701    $     79,736
Accrued expenses                        196,801         117,442
Accrued interest                         10,338           8,650
Accrued interest - related party         73,211          41,189
Notes payable                            17,375          41,718
Notes payable - related party           235,000         210,000
                                       --------        --------
TOTAL CURRENT LIABILITIES               644,426         498,735

STOCKHOLDERS' EQUITY

Common stock - authorized 80,000,000
shares; par value $.001; issued and
outstanding, 11,647,749 and 10,635,249
shares in 1999 and 1998, respectively    11,648          10,635

Preferred stock- authorized 20 shares
No par value, no shares issued and
outstanding
Additional paid-in capital            2,444,681         603,134
Due from officer                                        (33,565)
Accumulated deficit                  (2,202,286)       (891,536)
                                    ------------      ----------
TOTAL STOCKHOLDERS' EQUITY              254,043        (311,332)
                                    ------------      ----------
                                   $    898,469     $   187,403
                                   =============    ============


F2                    See accountants' compilation report.
<PAGE>

                         SALIENT CYBERTECH, INC.
              (FORMERLY KNOWN AS SLOAN ELECTRONICS, INC.)

                        STATEMENTS OF OPERATIONS



                 Nine months    Three months    Nine months    Three months
                    ended          ended           ended           ended
               Sept 30, 1999   Sept 30, 1999   Sept 30, 1998   Sept 30, 1998

SALES           $   20,369      $     6,952     $   74,892       $   37,006
COST OF SALES       12,812           4,191         40,596           20,672
                ----------      -----------     -----------      -----------
GROSS PROFIT         7,557            2,761         34,296           16,334

EXPENSES
Selling             40,694            1,723          1,058               88
General and
administrative   1,268,310          607,983        281,001           97,553
Interest            34,303           10,684         22,133            7,061
                  ----------      ---------       ---------        ---------
                 1,343,307          683,390        304,192          104,702
                 -----------      ---------       ---------        ---------
NET LOSS        (1,335,750)        (680,629)      (269,896)         (88,368)

OTHER INCCOME       25,000
LOSS BEFORE
INCOME TAXES    (1,310,750)        (680,629)      (269,896)         (88,368)

INCOME TAXES
                ----------       ----------       ----------       ----------
NET LOSS       $(1,310,750)      $(680,629)      $(269,896)        $(88,368)
             ==============    =============  =============    =============

NET LOSS
PER SHARE    $      (.115)     $     (.058)  $       (.027)    $      (.008)
            ==============     =============  =============    =============










F3                    See accountants' compilation report.

<PAGE>





                       SALIENT CYBERTECH, INC.
              (FORMERLY KNOWN AS SLOAN ELECTRONICS, INC.)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



                               Additional
                   Common       Paid-in    Due from   Accumulated
                    Stock       Capital     Officer     Deficit     Total

BALANCE,
Jan. 1, 1999     $  10,635  $   603,134    $(33,565)  $(891,536)  $(311,332)

Sale of
common stock            13        9,987                               10,000

Stock issued
for compensation                 20,060                               20,060

Stock issued
for services        1,000      1,811,500                           1,812,500

Reversal of due
from officer                                  33,565                  33,565

Net loss                                               (1,310,750) (1,310,750)
                ----------    ----------   ---------  ----------    ---------
BALANCE,
Sept 30, 1999      $11,648    $2,444,681)  $          $(2,202,286)  $ 254,043
                ==========    ==========   ==========  ==========  ==========







F4                    See accountants' compilation report.
<PAGE>

                              SALIENT CYBERTECH, INC.
                  (FORMERLY KNOWN AS SLOAN ELECTRONICS, INC.)

                           STATEMENTS OF CASH FLOWS

                                                     September 30,
                                                  1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                    $(1,310,750)     $(269,896)

Adjustments to reconcile net loss to
net cash used in operating activities:

Depreciation                                        873         25,485
Noncash disbursements                                           11,000
Allowance for doubtful accounts                  33,565
Stock issued for legal fee                      375,000
Stock issued for consulting fees                687,500
Stock issued for compensation                    20,059
Accrued interest converted to stock                             (2,083)
(Increase) Decrease in operating assets:
Accounts receivable - net                        (2,946)        43,826
Inventory                                         1,566        (10,394)
Prepaid insurance                                20,015

Increase in operating liabilities:

Accounts payable                                 31,965         (6,130)
Accrued expenses                                 79,359         (1,109)
Accrued interest                                  1,688          1,688
Accrued interest- related parties                32,022         16,247
                                              ---------       ---------
NET CASH USED IN OPERATING ACTIVITIES           (30,284)      (191,366)
                                              ---------      ---------
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of equipment                                             (903)
                                              ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans                              25,000          50,000
Repayments of debt                              (24,343)
Proceeds from sale of common stock               10,000         165,000
                                                --------        -------
NET CASH PROVIDED BY FINANCING ACTIVITIES        10,657         215,000
                                                --------        --------
NET (DECREASE) INCREASE IN CASH                 (19,627)         22,731

CASH, at beginning of period                     19,792           3,936
                                                --------        --------
CASH, at end of period                     $        165       $  26,667
                                           =============     ==========


   F5                 See accountants' compilation report.
<PAGE>



                                                        September 30,
                                                      1999         1998

SUPPLEMENTAL DISCLOSURES:
Interest paid                                      $       593     $   562
                                                   ============    ========

Non cash financing activity - 500,000 shares of
Common stock issued for legal services             $(1,125,000)    $
                                                   ============    ========
Non cash financing activity - 500,000 shares of
Common stock issued for consulting services        $  (687,500)    $
                                                   ============    ========

Non cash financing activity - 30,000 shares of
Common stock granted under stock option plan       $   (20,060)    $
                                                   ============    ========
Non cash financing activity - conversion of note
Payable to common stock                            $               $ 52,083
                                                   ============    ========
Non cash financing activity - 110,000 shares of
Common stock issued for investment
banking services                                   $               $ 11,000
                                                   ============    ========


<PAGE>

Part I.  Item 2. Description of business and management's discussion

Salient  Cybertech,  Inc.  (the  "Company")  is  the  new  name  for  Sloan
Electronics,   Inc.   authorized  by  the  shareholders   at   the   Annual
Shareholders'  Meeting  on  May  22, 1999 and  approved  by  the  Board  of
Directors  on  May  22, 1999. The company, through  the  Sloan  Electronics
division  will  continue  to design, manufacturer  and   market  electronic
monitoring equipment for the criminal justice industry and  the   long-term
health  care industry. It will  market house arrest   monitoring  equipment
through  its in-house marketing department  and currently  distributes  its
products  through  national  service  providers.   The  Sloan   Electronics
division  has a distribution agreement with Response  USA,  a   distributor
of  personal  emergency response  systems.

Salient  Cybertech,  Inc. is actively seeking acquisition  candidates  with
interests   in  technology,  Internet,  distance  learning,  and   security
industries.  During  the third quarter 1999, acquisition  discussions  were
held  with several companies and resulted in the acquisition for  stock  of
Gemini  Learning  Systems, Inc., which will operate as a  division  of  the
company.  The company filed an 8K current report on September 28, 1999  and
an 8K/A report on October 29, 1999 that more fully discuss the  acquisition
and are incorporated herein by reference. Gemini Learning Systems developed
and  markets SWIFT (tm) (SoftWare Intelligent Freeform  Training)  distance
learning software and courseware. Ms. Kim Adolphe, founder of Gemini,  will
continue  to run the division as President and has been named to the  board
of directors to fill the seat vacated by Mr. Richard Brooks in May of 1999.

Salient  Cybertech's  revenues are currently primarily from product  sales.
With the addition of Gemini Learning Systems, management hopes to add SWIFT
licensing fees, courseware sales and recurring revenue from per use  course
fees to its revenues in the next fiscal year. Based on a written agreement,
the  Sloan  Electronics  division is to  receive  recurring  payments  from
Response USA based on a percentage of their service  revenue.  The  Company
received  recurring  revenue  from Response USA for the  first  and  second
quarter  of 1999, and will receive recurring revenue for the third  quarter
of 1999. Response USA has recently modified its business focus and has sold
several  divisions. Management is unsure of their ability  to  successfully
market the Wander Watch products, and there is uncertainty as to the growth
or continuance of recurring payments from Response USA.


SLOAN ELECTRONICS DIVISION

Information  sheets and video clips of some of the company's  products  are
available from the company web site at salientcyber.com.

The Company's  electronics business strategy is based  on  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,  we  believe  that  our products  are  among  the  best currently
available in these two industries.
<PAGE>
Criminal Justice:

The  Sloan  Electronics division offers a range  of  electronic  monitoring
equipment  for the criminal justice house arrest corrections  programs.  We
believe  our equipment strikes a balance between  solid,  state-of-the-art,
high-quality products and competitive price.

The concept behind the product line is that each product is able to   stand
alone,  without  additional  equipment such as  door   sensors   or  custom
wiring,  yet  each product is integratable with a  number  of  pre-existing
computer  software programs.  This philosophy  of  integration  makes   the
SEI  Alert products as well as Wander  Watch  products  more attractive  to
institutional consumers.

The SEI Alert 24 Single Offender Based System.  A tamper-proof  transmitter
is  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 by modem to an outside monitoring  station
within  4  minutes.   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
predetermined  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 on a  house  arrest
client  simply  by  driving past the offender'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  monitors  the
portable  programmable receiver unit which alerts the officer in the  event
that an offender, or group of offenders, leaves the general area.

The  SEI  Alert 24 Automated Check In System. A kiosk   for  the   criminal
justice  industry  to  facilitate  the  "day  reporting"  of  offenders  on
probation  or parole. Client is verified  using  hand   print   technology,
listens  to a specific message from the parole officer and replies using  a
telephone   handset and tone pad. The system can collect restitution  money
and issues a receipt to the offender showing check-in details and payments.
The system interfaces with a computer that can generate various reports. As
a  case   management  tool  it improves a parole  officer's  efficiency  in
managing the growing number of inmates released into supervision  programs.
It  has been used in field trial in Washington state for the Department  of
Corrections
<PAGE>
Medical Monitoring:

The Wander Watch Single Patient System.  An adjustable, tamper-proof anklet
is fitted 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 determines the proximity of the patient to the base
unit.   An alarm will sound when the patient travels  beyond the   selected
range  or  if the anklet is removed. This alarm  can  be   transmitted   by
telephone  to  a central station using industry standard  alarm  protocols.
Dispatchers at the central station can then take the appropriate responses,
such  as calling the caregiver, notifying a neighbor, or calling  emergency
services. Management is disappointed with the sales of this product and  is
reassessing  the use of company assets to further develop and  promote  the
single patient system.

The Wander Multi-Patient Wander Alert System.  A computer-based system  for
placement within a medical facility, the Multi-Patient Alert System is able
to notify a caregiver in the event of  a patient departure from a long-term
healthcare facility.  It can monitor up 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.

Nurse  Call  Alert 24. A wireless nurse call system with  a  500   resident
capacity,  which  can  be installed in less than 30 minutes.  This   system
utilizes  fail-safe technology, provides coverage of any  sized   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. This system  is
currently available for field trials.

Other products:

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  track  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. This system  is  available  for  field
trials.
<PAGE>
Industry Background

The Corrections Industry.  The United States currently locks up a   greater
share of its residents than other nations.  According to the  US Department
of  Justice there were 3.5 million people on probation or  parole  at  year
end  1995,  and  the  estimated 5.5  million  total  in  the   correctional
population equals 2.8% of US adults and is growing at 4.5% per year.  As of
June  30,  1995, there were 1,004,608 state prison inmates,  up  9.1%,  and
99,466 federal inmates, up 6.1%.  The annual average 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   incarceration for the nonviolent segment of  the   prison
population, and as a better way to monitor criminals once they are  paroled
to  a half-way house facility.  The public's insistence on   increased  law
enforcement  along  with their reluctance to fund additional  prisons  also
makes  house  arrest  using  electronic  assisted   monitoring  systems  an
increasingly attractive alternative to incarceration.

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, a  common
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. However,  the
huge  costs   associated  with  institutionalized   care,  along  with  its
impersonal nature, make at-home care an important option for many families.
Of  the 4 million currently diagnosed with Alzheimer's, 3 million  live  at
home, cared  for  by family, visiting aides, and nurses  supplied  by   the
estimated   18,000  at-home care agencies which are projected to  grow  30%
every  two years.  The Wander Watch Alert 24 systems are designed  to  help
at-home caregivers and institutions safeguard  patients prone to wandering.

The US Administration on Aging projects as many as 14.3 million Alzheimer's
cases  by 2040. The Company believes that the long-term healthcare  segment
of  the  medical industry is growing at an  increasing   rate.   The  Sloan
Electronics Wander Watch Alert 24 Multi-Patient system is designed for long
term care facilities.  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. These systems not only  help
protect the patient, but they also give the at-home caregiver peace of mind
that their loved one will not wander off at night or when the caregiver  is
momentarily  distracted.  Recently,  medical  researchers  have   announced
results   that  further  the  understanding  of  the  chemical   mechanisms
associated  with  Alzheimer's and which may lead to methods to  prevent  or
treat  the  disease.  While  management  hopes  such  treatments  will   be
developed,  we are aware that they could decrease the need for  the  Wander
Watch products.
<PAGE>
Sloan Electronics Business Strategy

High-Quality  Image.  We believe that within the house arrest  and  medical
monitoring  industries, the Company has built a reputation  for  developing
and   manufacturing  some of the best, cost-effective   and   user-friendly
systems  on  the  market. The Wander Watch products and the  SEI  Alert  24
products   reflect  our commitment  to  quality; the highest  standards  in
design, assembly and  appearance  of products. We  recognize  that  product
dependability   and   reliability   are  highly  significant  to   success.
Therefore,  quality  control and customer  satisfaction play  an  important
role in our 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 them 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.  There are no  wires
or barriers associated with the products.


Product Design And Development

The  Sloan  Electronics  division 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.   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 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. We then create full documentation  and
design  all circuitry artwork. Complete product specifications and  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   products to  distributors  or  directly  to
customers.

Sales And Marketing

The   marketing strategy varies based upon each product line.  With  regard
to  the  criminal justice house arrest market, we continue  to  market  SEI
Alert 24  products  to  independent service providers and to municipalities
which monitor and administer  their own house arrest programs. The  company
is  seeking  strategic  associations with other companies  to  develop  and
market  enhanced products for the criminal  justice industry.  The  Company
has  licensed  its  Wander Watch Alert 24 single  patient  departure  alert
system for exclusive distribution to the long-term health care industry  to
Response  USA, a major company in  the  PERS (Personal  Emergency  Response
System) industry. Response USA leases Wander Watch Alert 24 single  patient
systems on a monthly basis to individual users and to home  care  agencies.
<PAGE>
Management  is  disappointed  with  unit  sales  by  Response  USA  and  is
evaluating its options for the sale and marketing of Wander Watch Alert  24
systems.   We  also  sell directly to independent  security  companies  who
distribute  to end users. 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  several  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 is 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 other equipment 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. We view our role in the  medical  monitoring
industry   as  that  of developer, designer and manufacturer. To that  end,
we  have negotiated and signed  contracts with  Response  USA for  them  to
distribute  Wander Watch single patient systems. Response  USA  leases  the
systems  to individuals and home care agencies  and offers central  station
monitoring  of the Wander Watch Alert 24 units for an  additional   monthly
fee.   The  company  has  a recurring  revenue  sharing  arrangement   with
Response USA, and received income from recurring monthly fees for the first
and second quarter of 1999, and will receive payments for the third quarter
of 1999. Response USA has four regional offices servicing all 50 states and
markets  to  home care agencies, hospitals, adult day care  facilities,  as
well  as  individuals. Response USA receives payment for the  Wander  Watch
system  both from end users and various state and local agencies. There  is
no  assurance that other reimbursements will be obtained or those in  place
will  continue.  Response  USA also receives referrals  from  the  National
Alzheimer  Association  and  participates in  their  Safe  Return  program.
Management  is  disappointed  with sales of the single  patient  system  by
Response  USA  and  recognizes the need to either  develop  an  alternative
distribution arrangement or to stop marketing the product.

Advertising.  The Company has in the past advertised in trade  publications
specific   to the  markets it manufacturers products for, and  in  journals
which  publish  company-by-company product comparisons.  Sales  from  these
efforts   have  been  disappointing,  and  management  is  evaluating   the
expenditure  of resources advertising the Wander Watch  patient  monitoring
systems  and  SEI  Alert 24 offender monitoring systems.  However,  we  are
continue  to seek out innovative ways to build name recognition within  the
industries  in which we compete, as well as to create public awareness  for
the product line. The Company maintains a web site at www.salientcyber.com.
<PAGE>
Competition

The Company competes in a number of niche markets.

House  Arrest  Market.  Competitors  within  the  criminal  justice  market
include  BI Incorporated, Strategic Technologies, Inc., and Elmo-Tech  Ltd.
Although  all  of the companies 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. This technology is similar to the technological differences that
exist  between cordless phones. Phones using 900 MHz radio frequencies  are
far  superior to those less expensive models that  experience  interference
problems  due  to the fact that they operate at a lower 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.  With  competitors' equipment, the "window" from the  time  an  offender
steps  outside the range setting until he is detected as being outside  the
range setting varies from  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 greatly improves performance and offers
an exclusive 4 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  independent
security companies access to a growing segment of the industry,  electronic
home  incarceration. The competitors' use of abusive pricing  policies  and
proprietary  non-compatible  software  have   worked   together   to   keep
independents  out  of  the  market. Using  the  Company's  products,  these
security companies are now able to compete  with BI Incorporated, Strategic
Technologies,  and  Elmo-Tech for municipal contracts on an  even  footing.
Unlike  other  manufacturers,  we  do  not  directly  compete  against  our
customers  in  the contract monitoring business.  However, we  are  seeking
strategic  associations  with other  companies  in  the  criminal   justice
monitoring  industry to vertically integrate business and  maximize  market
share.
<PAGE>
Long-Term   Healthcare  Market.   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 that sends  a  weak  signal.   A
receiver  is  mounted at each door. When a patient approaches a  door,   an
alarm  sounds and the door magnetically locks. Our Wander Watch  Alert   24
technology  has a competitive  advantage  over   proximity-sensing  systems
since  it  requires  no additional wiring of door sensors  and  provides  a
higher level of patient security.

1. With competitive products, 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
and magnetic door locks need 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 charged by the competition.

The  Fleet  Watch  Alert  24. The Fleet Watch system  is  able  to  monitor
vehicles  and generate 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 tested on a  fleet of concrete trucks,  and
is available for field trials.

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. This system
is available for field trials.


Manufacturing And Assembly

All  of  our electronic products are currently made in  the  USA.   Kimchuk
Inc.,  the  Company's  primary contract manufacturer,  has  many  years  of
experience   as   an  electronics  manufacturer   and   designer.   Kimchuk
manufacturers   over   500 different products at its  four  plants  located
through out the East Coast.
<PAGE>
The Company's relationship with Kimchuk 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,  surface
mount  technology, 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  one
year  warranty, which covers all defects in materials or  workmanship.  The
Company  will  repair  or replace defective units  without  charge  to  the
consumers  for labor or materials.  The Company's service  department  acts
as   liaison  between the customer and Kimchuk 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

We  continue  to look for new ideas for development of  new  products,  and
believe that new products could represent substantial new business for  the
Company.



GEMINI LEARNING SYSTEMS DIVISION

Information about Gemini, and product demos can be seen by visiting the web
site at www.gemini.com.

Gemini  is  a software applications development  company,  specializing  in
distance education and training solutions.  The company created and markets
software   technology  called  SWIFT(tm)  (SoftWare  Intelligent   Freeform
Training).  The  Company  is emerging from its  development  phase,  having
created  an  entire product line based on the  SWIFT(tm)  technology.   The
company  has already begun to establish clients and a distribution  network
in Canada, the United States, the United Kingdom and Europe.

Management's  primary  objective is for Gemini to become a  leader  in  the
emerging  internet/intranet  distance education and  training  industry  by
establishing  SWIFT(TM)  as  the de facto  standard  delivery  environment.
Management believes that it can obtain this objective through its strategic
alliances  and by utilizing its staff of outside consultants, most of  whom
are the top professionals in their field.

Background Information

Gemini  Learning  Systems,  Inc. began business in  the  Canadian  City  of
Calgary  in 1990. The corporate aim was to develop a  delivery  environment
for   the  emerging  internet/intranet  distance  education  and   training
industry.  The  corporation  expended over  $3,000,000  in  developing  its
SWIFT(TM) technology, and a distribution network. During the past two years
management  believes  Gemini spent approximately $300,000 on R&D,  none  of
which  will be directly borne by Gemini's customers, but all of which  will
be  indirectly  borne  by the customer as reflected in  the  price  of  the
products  of Gemini, a portion of which will be allocated to the  amortized
<PAGE>
cost  of development. Gemini was purchased by the company on September  24,
1999,  and will operate as a division of Salient Cybertech.  Gemini  is  an
emerging  company,  having  emerged from its development  phase  this  past
quarter.

Gemini  has  4  full time employees, and no  part  time  employees.  Gemini
currently  rents  approximately 2,104 square feet for its staff,  at  Suite
605,  839 - 5th Avenue SW, Calgary, Alberta, Canada T2P 3C8. Management  is
of  the opinion that its current facilities are adequate for its  immediate
needs.   As the Company's business increases, additional facilities may  be
required,  however  the current facilities are expected  to  suffice  until
after December 31, 2000.

The  fixed  assets  of  Gemini as valued for  accounting  purposes  have  a
depreciated  book  value of $21,208, and an non-depreciated book  value  of
$55,000.   The  assets  are principally comprised  of  computers,  computer
equipment, and software, along with office furniture.

Gemini, management believes, is ready to become the industry leader in  the
delivery of distance education systems, to be utilized in an  intra-company
setting  (intranet), over the internet, as well as by CD-ROM  distribution.
The  students  may  be individuals or complex  organizations  with  diverse
training  and educational needs to be delivered worldwide to their  various
locations.  Gemini has developed and markets SWIFT(tm) software,  a  "Cyber
Learning"  engine which allows existing curricula to be quickly and  easily
adapted to internet and new media distribution, thereby making it available
worldwide.  Gemini  products  are unique and offer  the  only  commercially
available adaptive learning environment and adaptive testing solution  that
has  proven to be more effective than traditional training methods.  Unlike
many other distance learning models, the Gemini learning paradigm does  not
require  the  downloading of courseware, thereby  minimizing  pirating  and
security concerns.


Business Development

Ms.  Kim  Adolphe was the founding president of  Gemini  Learning  Systems,
Inc.,  and will continue the day to day operations of Gemini  as  President
and  CEO.  For  the  past ten years she has  been  responsible  for  taking
SWIFT(tm)  software  from  a  concept to an  industry  leader  in  distance
learning.

Patrick  Brackett, Vice President Product Development,  currently  oversees
SWIFT(tm) software implementation and the development of enhancements.  Mr.
Brackett  has  been  with  Gemini since 1993 as  a  senior  member  of  the
SWIFT(tm) development team. His role is to oversee new software design  and
implementation  and  is  responsible for all aspects of  R&D.  He  is  also
responsible  for evaluating current and emerging technologies and  ensuring
that  Gemini  continues to be well positioned as a distance  education  and
training solution leader. He has co-authored an international award-winning
paper on the SWIFT(tm) methodology.

Ms.  Pam  Hirtle has been with Gemini since 1993 as a senior member  of  he
SWIFT(tm)  development  team.  She is involved  in  SWIFT(tm)  development,
particularly as it pertains to the SWIFT(tm) Development Environment.   Her
responsibilities include liaison with clients, particularly in the areas of
<PAGE>
training and support. She works with various strategic partners in specific
projects  related to the enhancement of the SWIFT  Development  Environment
and the SWIFT DTD.

Ms.  Janet  Werstroh  has been with Gemini  since  1991  overseeing  office
administration,  and  in  more recent years has  become  involved  in  beta
testing  SWIFT(tm)  and SWIFT(tm) courses, liaison  with  distributors  and
clients,  web  site  maintenance,  and  assisting  the  President  in   the
coordination of all marketing related activities.

SWIFT(tm)  technology took eight years to develop and utilized the  talents
of  many professionals. The SWIFT(tm) project leaders were  Elliot  Kimber,
Sr. Consultant, ISOGEN Corp., and Dr. Marlene Jones. Eliot Kimber has  over
10   years  of  experience  designing  and  building  industrial   strength
publishing   systems  based  on  the  principles  of  generic  markup   and
information  reuse. He has developed systems for customers in a variety  of
industries   including:   IBM,   Intel,   Tandem   Computers,    Ameritech,
International  Correspondence Schools (ICS), and Cisco Systems.  Dr.  Jones
was  a  Senior  Scientist with Alberta Research  Council's  (ARC)  Advanced
Computing  and  Engineering  Department since 1987.  She had  more  than  a
decade of experience in applied research in the field of Adaptive  Learning
Environments  and is internationally recognized as an expert in the  field.
Mr.  Kimder  continues to provide input into the  development  of  Gemini's
product line.

Day to day management of the project was by Terry Yasui,  Mr. Yasui brought
with  him  over fifteen years experience in the  design,  development,  and
management of high-technology projects. He was responsible for the  overall
management   of   the   SWIFT(tm)  project   including   the   preparation,
implementation, tracking and updating of all project plan documents through
weekly and monthly progress reports following the IEEE standards.

John Moore, who holds a B.Sc., B.Ed., and an M.A. in Educational Psychology
specializing  in "Instructional Design for Higher Education", provided  his
expertise  in  the  overall development of  the  SWIFT(tm)   interface  and
multimedia support requirements.

Dr. Tom Keenan, was the leading consultant for the Post-Secondary Interface
Design  Project for SWIFT(tm).  Tom is a Professor and Dean in the  Faculty
of Continuing Education at the University of Calgary.  He holds an Ed.D. in
Higher and Adult Education, an M.A. in Higher and Adult Education, a  M.Sc.
in Mathematical Methods and Operations Research, and a B.A. in  Mathematics
(Dean's Honor List).

Stuart  Williams,  who holds a B.Sc. in Physics, a  B.Sc.  in  Mathematics/
Computer  Science, and a M.S. in Computer Science and has several years  of
programming   experience,  including  extensive  work  in   object-oriented
language   design  and  SGM,  implemented  the  SGML  DTD  (Document   Type
Definition)  for SWIFT(tm).  He led the design and wrote most of  the  code
for  the  unique SWIFT(tm) course compiler. Stuart also  provides  valuable
technical input and feedback to the technical team.

Ruby Loo, was responsible for coordinating all human-computer  interactions
aspects  of the project including usability studies, mock-ups,  evaluations
of  mock-ups, and the design of the Graphical User Interfaces. In  addition
<PAGE>
to  a  M.Math Computer Science she has ten years of  technical  experience,
including   computer  graphics,  color  usage,  animation,   human-computer
interaction, and graphical interface design.

Jim  Tubman, who holds a M.Math Computer Science degree and  has  extensive
experience in the area of software engineering, object oriented design, and
system development, was involved in the High-Level and Low-Level Design  of
SWIFT(tm) and the implementation of certain features.

These  dedicated  individuals were augmented by part time  consultants  who
were hired as their input in specific areas was required. While many of the
original development team have left the company, Mssrs. Kimber, Kenan,  and
Williams   have  remained  as  consultants,  working  with  Gemini  in  its
continual efforts to update the technology and product line.

Management feels that the technology assembled by this team is, at  present
unchallenged,  and that as the market is penetrated, development costs  and
resistance to new products once a benchmark standard is set will provide an
almost monopolistic arena in which to grow.


Current Clients Distribution Partners and Strategic Alliances

Management  has always felt that a basic key to the success of any  venture
is the development of a local distribution network, sensitive to the  needs
of the local clientele and at the same time providing a local presence  for
support and service.

As  different  companies have specific strengths and  areas  of  expertise,
Gemini,  in developing SWIFT(tm) and maintaining and enhancing its  product
line, has always made use of individual consultants and companies and  with
specific  areas  of  expertise. To this end, Gemini has,  over  the  years,
formed some especially advantageous strategic alliances, some of which  are
listed below:

BCS Learning Systems, based in the Netherlands; works closely with  Ideals,
a  consortium  of  16 European Institutes dedicated  to  advanced  training
linked  to  small  and medium sized enterprises and  Institutes  of  higher
education.  They represent SWIFT(tm) in Europe and were a valuable  partner
during the implementation of international functionality.

CamAxys  Limited is Europe's leading supplier of environment,  health,  and
safety   software   management  systems.   They  are   developing   courses
independently   and  in  partnership  with  Excel  (see  below)   for   the
environment,  health, and safety industry and have just launched the  first
course  entitled  EnviroDiscovery in partnership with Excel for  ISO  14001
compliance.  The  Corporation  acts as a distribution  agent  for  Gemini's
product line.

CCI Learning Solutions Inc. specializes in providing high quality  training
services offering over 150 course titles to over 25,000 students per  year;
they  are  Microsoft Certified. They are a SWIFT CCP. Gemini  is  currently
converting  many  of CCI's courses for delivery in SWIFT(tm).  The  courses
will be offered in the SWIFT(tm) Library some time in 2000.
<PAGE>
Diskover  Office Software Ltd. Diskover specializes in content  development
using  the  SWIFT(tm) Kit.  They have created the entire Office  97  Suite,
Level 1 and 2, Windows 95/98 in the SWIFT(tm) format, and are continuing to
produce courses in SWIFT, which are sold through the SWIFT Library.

GST  Technology  Limited, a worldwide provider of  Desktop  Publishing  and
Graphics  Software  Technology, has licensed millions of  copies  of  their
software to well known publishers worldwide, including Fuji and Canon.  The
company  is  launching a new brand name called "getwise"  which  Gemini  is
currently negotiating to include the Office 97 and 2000 suite, Windows  98,
and other courses created in SWIFT(tm).

Excel  Partnership is an international leader in  environmental  management
and   systems  training and consulting, and the first  EARA  (Environmental
Auditors    Registration  Association)  approved  trainers   for   Advanced
Environmental  Management  Systems  Auditors.   They are  a  CCP  and  have
released  two environmental courses in conjunction with  CamAxys  utilizing
SWIFT(tm).

Interactive  Advantage  Corporation, an Atlanta based company has  built  a
name   and reputation for producing products for an impressive client  base
including NCR, Home Depot, and Sterling Software. Their expertise  includes
development  of  CBT, software simulations, certification  testing,  online
references,  multimedia presentations, and information kiosks. They  are  a
CAR and SWIFT(tm) Distributor.

JOT is a registered Trade School with registered Engineering status.   Over
the  past ten years, Jot has built a solid reputation for  developing  high
quality  course content for a wide range of training solutions.  They  have
an extensive library of courses with wide market potential and are a Course
Content Provider.

Open  Learning  Agency  is  a unique,  fully  accredited,  publicly  funded
educational   leader  providing  a  wide  range  of  formal  and   informal
educational and training opportunities for learners around the world.  They
use  SWIFT(tm)  for  internal development. They have  also  partnered  with
Gemini  in an R&D project (see R&D Projects) to enhance various  components
of SWIFT specific to SGML Standards.

RAND  Worldwide,  the world's largest Value Added  Reseller  of  mechanical
design  automation tools and services, have launched their first course  in
SWIFT(tm) for internal use and to resell to their corporate clients.

Current  clients also include HYPROTECH Ltd. Of Calgary, Canada and  Albeda
College a consortium of 50 colleges in Rotterdam.

The following companies have purchased SWIFT(tm) courseware:

AMEC Construction plc, UK
Amoco UK Exploration, UK
BPB Paperboard, UK
Bridgewater Paper Company, UK
British Biotech Pharmaceuticals, UK
<PAGE>
BTR Automotive, UK
Burmah Castrol, UK
C&C Marshall Limited, UK
Caledonian Paper PLC, UK
Centre for Quality Assurance, Egypt
Devonport Royal Dockyard, UK
Engineering Employers Federation, UK
Geest Foods PLC, UK
Ivo Generation Services (UK) Ltd, UK
Kay-Metzeler Ltd, UK
Liverpool John Moores University, UK
Prestige Veneers Ltd., UK
Proctor and Gamble, UK
Solvay S.A., Belgium
South Staffordshire Water PLC, UK
The Marshall Group, UK
Thurrock Council, UK
Transco PLC, UK


Management  feels  that  the current group of  Strategic  and  distribution
partners  will  greatly enhance Gemini's ability to  penetrate  its  target
markets, and grow at a far faster rate than would be possible if Gemini had
tried  to  develop its markets without the said distributors  and  alliance
partners.  The  SWIFT(tm)  interface can be readily  branded  for  OEM  and
Corporate identities with little expense required on Gemini's part.


Principal Products and Services and their Markets

Currently,  Gemini  has over 400 course titles available  to  convert  into
SWIFT(tm),  and  has, in the current fiscal year, launched its  own  online
SWIFT(tm) library of over 30 popular course titles.


The  SWIFT Kit provides a Development Environment (DE),  Adaptive  Learning
Environment  (ALE),  Adaptive  Testing  Algorithms,  Interface,   extensive
testing,  tracking and certification capabilities, and Enterprise  Learning
Manager (ELMer).  Additional SWIFT Kits can be purchased for as many  sites
as  the  client wishes, with a price range of $1995.00 for one  license  to
$1595.00  each,  for more than twenty licenses.  Annual  Support  Fees  are
$3,000.00. There is also a licensing fee per learner for delivering courses
in the ALE.

All  course  content can be developed externally to SWIFT(tm)  using  word-
processors  and  other software programs of the client's  choice.  Existing
traditional  courses  can  also  be a  starting  point  for  conversion  to
SWIFT(tm)  courseware.  The  course  content  is  "tagged"  with   computer
instructions  using the international Standard Generalized Markup  Language
(SGML) in the SWIFT Development Environment.  After tagging it is  compiled
into the Adaptive Learning Environment using the SWIFT(tm) compiler. The DE
includes a course structure known as a Document Type Definition (DTD).  The
course  structure  is  a three level  hierarchy  that  promotes  courseware
consistency and effective instructional design.
<PAGE>
SWIFT(tm) version 5.0, currently in development and expected to be released
in  the next fiscal year, will provide the capability to map the SWIFT  DTD
to  other DTDs and vice versa. SWIFT(tm) clients and SGML users alike  will
be able to easily reuse course content for other applications, thus further
leveraging their investment in SWIFT and SGML.

SWIFT(tm)  provides  what  management  believes to  be  the  only  Adaptive
Learning  Environment commercially available in the world. The  ALE  adapts
each course to each learner's individual requirements, based on the  chosen
goals  by  completion of a pretest. The pedagogical effectiveness  of  ALEs
have been proven by years of research conducted by educational institutions
and government organizations around the world.

One  of  the  problems with traditional exams is that  they  are  of  fixed
length. A learner must complete a long series of questions in order for the
system  to determine how well they know a subject. This characteristic  can
cause  frustration for both novices and experts, who may know after  a  few
questions  that  the  subject  matter is  either  bewildering  or  trivial.
Adaptive  testing  uses  statistical  techniques  to  allow  exams  to   be
significantly shorter than traditional tests, without losing any predictive
power  about  a learner's master of the material.  SWIFT's  unique  testing
power allows for seven types of questions, including "must ask, must  know"
questions, short answer questions, and multiple-choice questions.

Another  Gemini  breakthrough is ELMer(tm), an  advanced  Internet/Intranet
delivery,  management,  and analysis system for  SWIFT(tm)  courses.  ELMer
allows  for  the  tracking  and documentation  of  students'  progress  and
provides  billing  information  for fee structures  based  on  per  student
charges. ELMer is required for administering Intranet and Internet  courses
and can be purchased separately for $7,000.00 per license. The ELMer(tm) is
an  important  feature for an organization that must  certify  a  student's
having  taken  and  mastered  a course  such  as  diver  safety,  emergency
procedures, human resources guidelines or environmental issues.

Course Delivery

Although  SWIFT(tm) courses can be delivered on standard CD-ROM disks,  its
real power is the ability to deliver courses on demand over the Internet or
corporate  internal  intranet using existing server  hardware.   The  SWIFT
Server  is a component of ELMer that runs on Windows(TM) 95//98/NT or  UNIX
platforms.  It  can deliver and manage large numbers of  courses  to  large
numbers  of  learners simultaneously. Learners are able  to  access  highly
interactive  SWIFT(tm) courses over the Internet running a 28.8 or  greater
modem,  with full multimedia functionality. The SWIFT Server is  controlled
either locally or remotely and manages billing and accreditation. It adjust
resource consumption, determines average transmission rates and  identifies
fault occurrences.

A  wide variety of learner-based data is automatically gathered and  stored
by  the  Server.  The  Server can provide  grading  and  progress  reports,
progress  and  content  analysis,  item  analysis,  pathways  and   billing
<PAGE>
information.  Data can be exported to external applications and  used,  for
example, in statistical analysis.

E-commerce

Gemini has, in the current quarter, launched an E-commerce solution and can
offer  server-hosting or connect to third party E-commerce sites for  SWIFT
Library Distribution through portals, ISP's and web sites.

The  customer simply selects a course(s) from the SWIFT Library list,  then
submits  their  credit  card information once they have  placed  an  order.
Approval takes 26 to 36 seconds.  Once the customer has been approved  they
can access their course(s) from the SWIFT LE.

Market For Products

Gemini's  market  opportunity  is diversified across  a  number  of  market
segments,  including  multimedia CBT (computer  bases  training)  authoring
tools,  web  authoring  tools, IT (information  technology)  education  and
training,  courseware development services, internet software,  e-commerce,
on-line training.

Gemini operates in a high growth environment. The IT Education and Training
market is a $3.1 Billion established market experiencing moderate growth of
approximately 15% annually through the year 2000. The Multimedia CBT market
is  currently  growing  at the rate of 31% per annum,  while  the  Internet
software market is showing a growth rate of 50% per annum, and the packaged
internet  software  market  is currently growing at the rate  of  127%  per
annum.

Gemini,  management believes, is well positioned to take advantage  of  the
rapidly growing Internet/Intranet Software market.  Gartner Group  research
indicates that Interactive Training will make up 20% of corporate  Intranet
applications.  The overall market for Internet/Intranet software  projected
to  be $12 billion by 2000.  The market for Internet services is  projected
to  be  $14  billion  by 2000.  In addition,  the  SWIFT  SGML  Development
Environment  (with  its multimedia extensions) will enter  the  CBT  Market
Projections  multimedia  authoring  tool market, expected  to  exceed  $165
million by 2000.

In  the  following  table are presented the expected market  size  for  the
markets  Gemini  specifically  targets  with  its  products  and  marketing
efforts:

All data is in Millions of dollars
    Market Segments                       1999     2000     2001     2002

Multimedia Authoring Tools
    CBT Tools                            129.6    165.9    187.0    220.0

IT Education and Training
    Network-delivered                  1,566.0  1,695.0  1,830.0  1,960.0

    Desktop-delivered                  3,133.0  3,495.0  3,901.0  4,290.0

    Total                              4,699.0  5,189.0  5,731.0  6,251.0
<PAGE>

Internet/Intranet
    Internet Software                  5,575.0  8,000.0  8,800.0  9,680.0
    Packaged Internet Software         2,730.0  4,000.0  4,400.0  4,840.0
    Internet Services                 10,205.0 14,000.0 15,400.0 16,940.0

  Total                               18,509.0 26,000.0 28,600.0 31,460.0

  Training segment (20%)               3,702.0  5,200.0  5,720.0  6,292.0
Sources: IDC, Dataquest, Gartner Group.

The  table presented above, is a 4 year top-down revenue model.   What  the
model shows is that there is tremendous potential for rapid revenue  growth
based  on  very modest penetration into the various  market  segments.  For
example,  in the CBT Authoring Tools segment, where the SWIFT Kits will  be
marketed, achieving a modest 4.0% share of this market would result in $1.9
million in revenue.

As  IDC has stated, the packaged Internet software market should  reach  $4
billion  by  2000.  SWIFT(tm)  courses  delivered  over  the  Internet  and
corporate Intranets represent a distinct opportunity for the company.  This
area  will become the focus of a great deal of the company's  resources  in
the  year  2000, and will likely be the primary area  to  which  investment
capital from any public offering or private placement is directed.


Competitive Advantage

SWIFT(tm)  overcomes the two primary drawbacks of multimedia training,  the
high  cost and initial deployment/updates and lack of interactivity,  which
were  identified  by  Dataquest in the 1996 end-user survey  (The  Role  of
Digital  Multimedia in Training in Business, Dataquest, August  1996).   In
another  Dataquest  survey  (Education and Training:  Market  Analysis  and
Outlook 1996, Dataquest, February 1997) respondents identify time and  cost
experiences  in  producing conventional CBT and TBT  multimedia  courseware
using  conventional tools or custom programming as the key  drawback.   The
table below summarizes these findings:


 Courseware Type Development Hours   Cost per Hour of    Development Time
                  per Hour of       Instruction ($US)    Per Instruction
                                                            Hour
------------------------------------------------------------------------
 CBT
(Conventional)  150 to 300 hours    $10,000 to          13 to 20 weeks
                                    $45,000
TBT Multimedia  250 to 500 hours    $14,000 to          10 to 26 weeks
                                    $55,000

Management  believes that Gemini addresses these concerns, and  delivers  a
solution that is both unique in the industry, and provides a user/developer
friendly environment that is at the same time cost effective.
<PAGE>
A key advantage of SWIFT(tm) is that it reduces development time by upwards
of  70%  as compared to other technologies. Using  SWIFT(tm),  an  existing
traditional  three-day course can typically be converted into  an  internet
delivered  course  in  two to three weeks. SWIFT(tm)  is  easy  for  course
developers  to use. It delivers consistent, highly interactive courses  and
requires  the  course  developer  to  provide  only  content,  no  computer
programmers or software teams are needed. In addition to internet  delivery
the  SWIFT System allows the same course to be delivered as a CD-ROM or  in
an Intranet delivery environment, without additional developmental costs.


Other competitive advantages are:

SWIFT(tm) is the only SGML technology-based training solution that provides
an efficient method for managing, updating and re-purposing existing course
content, resulting in leveraged investment over time.

SWIFT(tm) has full multi byte character functionality.

SWIFT(tm)  incorporates  an  intelligent  tutoring  system  (ITS)  and  is,
management  believes,  the only commercially  available  Adaptive  Learning
Environment (ALE) in the world.

SWIFT(tm)  has  an  included  management system  (ELMer),  which  offers  a
competitive edge over other delivery systems in that the management systems
of other products start at $50,000 U.S. plus licensing fees.

SWIFT(tm)  features  extensive  testing  capabilities  including   adaptive
testing,   mandatory  questions,  and  fixed-length  testing   for   online
certification,  as  well  as  having the ability  to  set  seven  different
question  types, including short answer, and feedback specific  to  learner
interaction.

SWIFT(tm)  is upwardly compatible, ensuring that clients benefit over  time
from Gemini's ongoing R&D. This last feature is of the utmost  significance
as the technology is continually undergoing development and upgrades.


Distribution Methods

Gemini  intends  to distribute the SWIFT(tm) course library  worldwide  and
grow  by  writing  as many titles as possible for the  SWIFT  Library,  and
marketing  them  directly from its web site and  through  distribution  and
alliance  partners.  This will be accomplished by  partnering  with  Course
Content  Providers for building the SWIFT Library and marketing  the  SWIFT
Library through Portals (Specialized Web Sites), Internet Service Providers
(ISPs),  ASPs,  OEMs, and Retail Distributors. Sales of  SWIFT(tm)  courses
over  the Internet or corporate intranet have an attractive  profit  margin
because,  once  developed and uploaded onto a server, they can be  sold  an
unlimited  number  of  times without additional  costs  for  manufacturing,
packaging, warehousing, or shipping.
<PAGE>
Large Corporate Accounts

SWIFT(tm)  is, to the best of management's knowledge, the only  SGML  aware
distance  education  and  training solution in the world.  SGML  users  are
typically   medium  to  large  corporations  and  government  bodies   with
significant  training requirements.   These organizations have  made  large
investments to transfer their training content and documents into SGML  and
appear  very  interested  in  leveraging  their  investment  further.    By
concentrating  on the SGML market, where we have a significant  competitive
advantage, Gemini can quickly qualify and target potential clients  through
SGML  trade shows, publications and conferences that draw  only  interested
SGML  clients.  Gemini has already made several strategic alliances  within
the   SGML  industry  (See  above,  Distribution  Partners  and   Strategic
Alliances).

Fortune 1000 Companies

Large  Information  Technology deployments within  Fortune  1000  companies
necessitate  a  major  user training effort and hence  an  opportunity  for
SWIFT(tm).   These projects usually have a lengthy development  cycle  with
significant  up-front investments and are often behind schedule.  There  is
usually  significant pressure on IT departments to expedite  deployment  so
that  the organization can realize the promised benefits.  Inevitably,  the
budget  and  time-frame  for developing end-user training  is  tight.  This
scenario  plays well for the SWIFT(tm) technology; IT groups can avoid  the
lengthy and expensive development associated with other solutions.

Course Content Providers

Course  Content  Providers (CCPs) are made up of both  private  and  public
training   and  education  organizations.   This  industry  sector  is   in
transition  due to the rapid growth of the distance education and  training
industry  resulting in the need to become competitive in a global  economy.
The  development  costs,  consistency  and  course  content  re-use  SWIFT,
providing  compelling  value to this industry sector.   To  further  entice
CCPs,  Gemini also offers a partnering program to selected CCPs  that  does
not involve purchasing SWIFT(tm).

Course Content Partnering (CP) Program

Gemini  launched the CP program in January, 1999 and now has well over  400
courses  available  for conversion, with over 30  already  converted.   The
programs entails Gemini (or a Gemini Partner) converting course content for
delivery  in  SWIFT(tm),  and take a higher  percentage  of  the  recurring
revenues.

Product Positioning

The SWIFT(tm) product line is ideally positioned to target the fast growing
Internet/Intranet  market,  as well as packaged internet software  for  the
retail market. SWIFT(tm) products offer low cost to both developers and end
users as well as many pedagogical distinguishing features.
<PAGE>
The  SWIFT(tm)  product line fits into the following  fast  growing  market
segments:

- Turn-key Internet Distance Education and Training solution
- Online Library
- E-business
- Application Service Provider software
- Internet Software
- Packaged Internet Software
- IT Education and Training

Marketing Plan

Direct Sales

Gemini  plans to hire a team of sales people to address the target  markets
defined  above  that will consist of Distributor Sales,  Inside  Sales  and
Large Account Sales.

Distributor Sales

Gemini  will  hire  sales people to build upon  the  distribution  channels
already  in place.  The target market, as defined above,  includes  Retail,
OEM, ISPs, Portals and ASPs).

Marketing will be accomplished through investment in four specific areas:

- Direct sales - Gemini plans to establish an inside sales team to focus on
the SGML market.  This team will have a telemarketing orientation and  will
consist  of salespeople with 2 to 5 years' experience.  Gemini has  created
two new product and service "packagings" of SWIFT(tm) to support a "try and
buy" selling model without compromising longer term revenue potential.

- Distribution recruitment - establishment of a distribution sales team  to
recruit  distributors and Courseware Authorized Resellers.  This team  will
consist  of  more  senior  sales  personnel  who  possess  the  skills  and
experience to work with prospective distribution partners to develop  their
business models around the SWIFT(tm) technology.

-  Marketing - conduct direct mail, advertising, conference,  and  industry
partner  marketing,  as  well  as trade show  activities,  to  raise  brand
awareness and generate sales and distribution leads.  These efforts will be
targeted  towards  the SGML market, the content developer  market  and  the
training  groups within Fortune 1000 companies, government and  educational
institutions.

- R&D - expand the R&D staff to further develop the technology, focusing on
Internet/Intranet  delivery.   The SWIFT(tm) technology  will  be  enriched
through  additional  authoring functionality and the product line  will  be
broadened with new modules.

-In  addition, executive business development resources will be focused  on
industry  partnerships,  key  distribution prospects  and  large  reference
account opportunities.
<PAGE>
SWIFT Library Distributors (SLD)

SLDs can re-sell SWIFT(tm) courses directly from their Internet of Intranet
web  site.  SLD's  must install and the online library on their  server  at
minimal up front costs.   Gemini can provide the hosting services providing
a turn key solution with virtually no administration required, or set it up
remotely.  All SLDs receive the same discount based on the suggested retail
price, ensuring a level playing field.

Gemini  has designed the distribution program on a sliding scale  based  on
sales  to further motivate marketing efforts by SLDs.   Courses are  priced
slightly  below  competitor pricing.  We have also provided a  multi  level
marketing approach for third party Gemini partners to receive royalties for
establishing  SLD's.   Gemini will hire a direct sales force  to  establish
distribution channels for the SWIFT(tm) library.

Strategic Alliances and Industry Partners

Gemini has had significant success partnering with Course Content Providers
with  access  to hundreds of titles already available  and  in  conversion.
Likewise,  the  company  has  recently signed  a  number  of  high  profile
distributors for Internet/Intranet, OEM and Retail CD-ROM delivery.

The marketing strategy outlined above, management believes, should build  a
broader  awareness of the SWIFT(tm)  technology, creating a  pull  strategy
for  the SWIFT Kit into the lucrative corporate market. As  well,  Gemini's
strategy  should provide a huge incentive for CPs to convert their  courses
into SWIFT(tm), help build upon multiple recurring revenue streams,  create
healthy cash flow, shorten sales cycles, and build more strategic  partners
and alliances.

Gemini  is  emerging from its development stage, and as such  the  products
employing the SWIFT(tm) technology are new products. However, as  described
above, both the products and the technology have been available since 1998,
have  been  thoroughly market tested, and are ready for  rollout  into  the
general marketplace.


Competition

SWIFT(tm) uses an entirely different approach in design and licensing  than
its closest competitors, products such as Authorware, Toolbook, CBT Express
and  Icon Author.  The primary areas of divergence between the  competitors
and SWIFT(tm) is outlined in the table below:
<PAGE>
SWIFT                                        Authoring tools
=====                                        ===============

SGML-based, leverage investment              HTML-based
over time

Designed for use by course content           Development is from scratch
creators, requires content only


CBT interface (Learning                      Requires expertise in HCI,
Environment) is built-in - virtually no      programming, project mgmt,
learning curve, no software teams or         pedagogy...
programmers required

Reduces development time and                 Averages 200 - 250 hours of
costs by about 70%.                          development for every hour of
                                             finished product.

Provides delivery on CD-ROM,                 Requires development from
Intranet and Internet                        scratch for each delivery
                                             format

Utilizes ELMer                               Expensive mgmt systems

International utilization built in           Limited internationalization
                                             (if at all)


The primary areas of divergence between the competitors and SWIFT LE is
outlined in the table below:


SWIFT LE                                     Other Learning Environment
========                                     ==========================
Adaptive learning environment and            No adaptivity
adaptive testing algorithms

Internationally awarded intelligent          Virtually no pedagogy
tutoring system (Ed Media '95;
World Conference on Educational
Multi-Media and Hypermedia)

Effectiveness backed by years of             Lead by the nose training
international R&D and usability
studies

Management  feels that the SWIFT(tm) technology effectively gives Gemini  a
differentiable  new  technology that has no direct competition. As  can  be
seen  from  the  table  presented above, SWIFT and  SWIFT  LE  bear  little
resemblance to the competition in the marketplace except for the fact  that
the  end user product is somewhat similar. What must be remembered is  that
Gemini is primarily marketing a delivery system, not a particular  product.
Indeed, most competitors in the industry could market their products  using
the SWIFT(tm) system for product delivery. In this respect one is drawn  to
the  logical conclusion that Gemini, with respect to its  base  technology,
has no direct competitors.
<PAGE>
Trademarks and Licenses

Gemini  has registered the trademark "SWIFT" in Canada, and uses  the  mark
throughout  the world. Management plans, in the next quarter,  to  register
the said mark in the United States and in Europe.  All of Gemini's software
is  believed subject to common law but unregistered copyrights.  Management
intends to make protection of its intellectual property rights a  priority.
No other patents, trademarks, licenses, franchises, or concessions are used
by Gemini.

Gemini  generally grants clients licenses for the non-exclusive use of  its
products.  No  one licensee accounts for more than 5% of  Gemini's  current
business,  and  there  are no outstanding or  impending  claims  under  any
current  licenses, or to the best of management's knowledge, are  any  such
claims likely.



GOVERNMENT REGULATION

The   Company's  US facilities are subject to numerous federal,  state  and
local laws  and  regulations  designed  to protect  the  environment   from
waste  emissions  and  hazardous substances. We are 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 facilities. We believe  that we are in  compliance
in all material aspects with all applicable  environmental and occupational
safety  regulations. The Sloan Electronics division radio frequency  anklet
transmitter  is  subject  to   FCC   (Federal  Communications   Commission)
regulations,  as are all radio frequency devices. The Company has  obtained
type approval #HCQ3B6WWT for the anklet transmitter and its products are in
compliance  with FCC rules Part 15.  Regarding the Gemini Learning  Systems
division,  to  the  best of management's knowledge  there  are  no  special
requirements for government approval of its principal products or  services
which   are  not  generally  applicable  to  normal  business   operations.
Management  is  unaware of any probable regulation of its  business,  other
than as will apply to businesses in general.


YEAR 2000

The Company's accounting and database systems are year 2000 compliant.  The
Company's  Gemini  Learning Systems division SWIFT(tm) products  have  been
analyzed  at  the application layer for two digit date storage,  leap  year
calculations,  and special meanings for dates for Y2K compliance  and  have
met  all criteria for Year 2000 compliance. However,  certain  applications
out  of the company's control and for which the SWIFT(tm) product  line  is
not  responsible  may be incompliant in the remaining layers  of  exposure,
which  includes  hardware, operating system, runtime library,  user  custom
code and data interfaces. The Company's Sloan Electronics division products
and operations are year 2000 compliant.

<PAGE>
              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, and in  conjunction   with  the
Balance Sheet at December 31, 1998 and Income Statement for the year  ended
December  31, 1998 contained in the Company's Annual Report 10-KSB  and  in
conjunction  with the quarterly 10-QSB reports for the periods ended  March
31, 1998 and June 30, 1998, September 30, 1998, and March 31, 1999 and June
30,  1999  incorporated  herein   by reference, and  is  qualified  in  its
entirety by reference to such  financial statements and reports.

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 revenues are recognized when the  products  are shipped.

Operating   revenues  decreased  by  $54,523  (73%) for  the  nine  months
ended September 30, 1999 as compared to the nine months ended September 30,
1998.

Gross  profit  for  the  first three  quarters of 1999 decreased to  $7,557
compared  to   $34,295 for the nine  months ended September 30,  1998.  The
decrease is due in part to lower sales.

General   and  administrative  expenses were  $1,268,310   in   the   nine
months   ended September 30, 1999, compared to $281,001 for the  period  in
1998.  This  large increase over general and administrative  expenses   for
period  in  1998 is mostly due to legal and consulting fees paid  for  with
stock and in part due to increased insurance  costs, professional fees, and
contract services and expenses.  Sales and marketing expenses increased  to
$40,694  for  nine months  ended September 30, 1999.  Sales  and  marketing
expenses  increased  partly  due to the management fees of  VP  Sales,  Don
Grimes.  Management is concerned with the sales performance and  attributes
poor  results  as partially due to lack of  funding for inventory  for  the
house   arrest  products.  The  commitment  to  hire  a  full  time   sales
representative  was made to maintain industry contacts in  anticipation  of
obtaining  funds to build inventory. Interest expenses increased,  and  are
expected  to  continue to increase as interest accrues and future  debt  is
incurred.

The   net   loss  for  the nine  months  ended  September  30,  1999   was
$1,310,750  or $0.115 per share based on 11,647,749 shares outstanding,  as
compared  to a net loss for the first nine months of 1998 of  $269,896,  or
$0.027  per share. The net loss for the period is primarily  attributed  to
insufficient level of revenue generated by the Company.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.

Net cash provided from financing activities was $10,657 for the nine months
ended  September  30, 1999, raised through private  placement   of   common
stock and borrowing.

The Company has acquired Gemini Learning Systems Inc. for stock and made  a
cash funding commitment to Gemini for the next three quarters. The  current
cash  and working capital position and future income from  operations  will
require  sufficient  additional capital to meet company  cash  and  working
capital needs.


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.
None

Item 2. Changes in Securities
None.

Item 3. Defaults.
None

Item 4. Submission Of Matters To A Vote Of Security Holders.
None

Item 5. Other Information

Subsequent  to the end of the third quarter 1999, subject to the  terms  of
the closing document with Gemini Learning Systems, Inc., and in  accordance
with  the company's By-laws, an additional seat on the company's  Board  of
Directors was created and  Mr. Todd Finch, President of Netscape Canada and
President, Canada of the Sun-Netscape Alliance,  was named to that seat  as
a  "class  III" director, to serve until the shareholders' meeting  in  the
year  2002. Since this caused the Board to have an even number of  members,
the  board voted to amend the By-laws of the company to allow the  Chairman
to cast a tie breaking vote if necessary.

Effective   November 1, 1999 and in accordance with resolutions  passed  at
the May 22, 1999 Shareholders' Meeting and Board of Directors' Meeting, the
company announced a 1 for 10 reverse split of its common stock.  Fractional
shares will be rounded up to a full share.

The  Company is continuing discussions concerning the possible  acquisition
of a company in the criminal justice monitoring industry, but has not as of
yet  signed a letter of intent. This acquisition, if realized,  will  allow
for  vertical  integration of our equipment  manufacturing  and  management
capabilities  with municipal contract service providers and client  central
monitoring facilities.

The  Company currently is discussing the formation of a joint venture  with
an Internet company with business in children's learning and  entertainment
web  sites  and  in Internet-based approved driver's  license  testing  and
driver  safety education courses. If realized, the joint  venture  provides
for  funding  to the company to grow the business, as well as  for  revenue
sharing from the use of SWIFT(tm) technology.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

(13) Incorporated by reference: Quarterly reports for 1998 filed as  10-QSB
on  May  14,1998, 10-QSB/A on August 20, 1998 and 10-QSB  on  November  13,
1998. Annual Report 10K-SB for the period ended December 31, 1998 as  filed
on  March 30, 1999. Quarterly report 10QSB for the period ended  March  31,
1999 as filed on May 14, 1999. Quarterly report 10QSB for the period  ended
June 30, 1999 as filed on August 13, 1999,

(27)   Financial data schedule for electronic filing.

(99.1) Board Resolution regarding creation of Board Seat


(b) Reports on Form 8-K

     1.  Form  8K  filed with the Securities  and  Exchange  Commission  on
September  28,1999  regarding the acquisition of Gemini  Learning  Systems,
Inc.
     2.  Form  8K/A filed with the Securities and  Exchange  Commission  on
October 29,1999 regarding the acquisition of Gemini Learning Systems, Inc.
     3.  Form  8K  filed with the Securities  and  Exchange  Commission  on
November 1,1999 regarding the reverse stock split.




                               Signatures
   In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          SLOAN ELECTRONICS, INC.

Dated November 11, 1999
                                             By: /s/ Paul Sloan
                                              Paul Sloan
                                              President and CEO

Dated November 11, 1999                      By: /s/ Larry Provost
                                              Larry Provost
                                              Chairman and CFO
<PAGE>