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, 1998
                                        OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the transition period from   to

                           Commission file number 0-28772
                              SLOAN ELECTRONICS, INC.
               (Name of Small Business Issuer in its charter)

                Delaware                                35-1990559
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)
     
     1751 Stickney Pt,. Rd, Sarasota FL                        34231
     (Address of principal executive offices)                (Zip Code)

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

                2527 Monterey St. Sarasota FL 34231
(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, 1998, the Registrant has outstanding 
10,635,249 shares of Common Stock, $.001 par value.

                   Documents Incorporated by Reference
        1. Form 10-KSB/A, filed with the Securities and Exchange 
Commission on April 7, 1998.
        2. Form 10-QSB, for the first quarter 1998 filed with 
the Securities and  Exchange Commission on May 15, 1998. 
        3. Form 10-QSB/A, for the second quarter 1998 filed 
with the Securities and  Exchange Commission on August 21, 1998.


<PAGE>  

THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE 
FORWARDLOOKING 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.

                           Sloan Electronics, Inc.
                                Form 10-QSB 
              Quarterly Report, period ended September 30, 1998
<TABLE>
<CAPTION>
                                        INDEX
                                                     page number
PART I             Financial Information
<S>                                                  <C>
Item 1.    Financial Statements

Accountants' Compilation Report                      2

Balance Sheets                                       3

Statements Of Operations                             4

Statement Of Changes In Stockholders' Equity         5

Statements Of Cash Flows                             6


Item 2.   Management's discussion and analysis of
   financial conditions and results of operations.   7         

Part II.  Other Information
</TABLE>
<PAGE>





Oct. 28, 1998



TO THE BOARD OF DIRECTORS
Sloan Electronics, Inc.
Sarasota, Florida


        

We have compiled the accompanying balance sheets of Sloan Electronics, 
Inc., as of September 30, 1998 and December 31, 1997, the related 
statement of changes in stockholders' equity for the periods then 
ended, and the statements of operations for the three and nine month 
periods ended September 30, 1998 and 1997 and cash flows for the nine 
month periods ended September 30, 1998 and 1997 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.

Bobbitt, Pittenger & Company, P.A.


Certified Public Accountants








<PAGE>
Part I Financial Information
Item 1. Financial Statements


                      SLOAN ELECTRONICS, INC.

                         BALANCE SHEETS
<TABLE>
<CAPTION>





                                          Sept. 30             Dec. 31
                                             1998                1997      
ASSETS
<S>                                        <C>               <C>
CURRENT ASSETS
Cash and cash equivalents                   $26,667           $ 3,936
Accounts receivable                          45,906            89,732
Inventory                                    20,545            10,151
Due from officer                             33,565            33,565
                                            _______          ________
TOTAL CURRENT ASSETS                        126,683           137,384

PROPERTY AND EQUIPMENT  
Computer equipment                            4,638             3,735

Less accumulated depreciation                (2,544)           (1,848)
                                           ________           _______        
                                              2,094             1,887
OTHER ASSETS AND INTANGIBLES
Research and development, (less accumulated
amortization of $31,973 and $21,315)         39,076            49,735
Deferred offering costs, (less accumulated
accumulated amortization of $30,243 and      41,040            49,897
$21,385)                                    _______            ______
                                             80,118            99,632

                                          $ 208,880         $ 238,903
                                          =========         =========

</TABLE>





See accountants' compilation report.
<PAGE>

<TABLE>
<CAPTION>
                                           Sept. 30       Dec.31,
                                             1998          1997

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                    <C>               <C>
CURRENT LIABILITIES
Accounts payable                       $ 118,456          $ 124,586
Accrued expenses                          21,530             21,530
                                        _________           _______  
TOTAL CURRENT LIABILITIES                139,986            146,116 

Interest payable                          54,319             36,384
Due to stockholders                      160,000            160,000
Due to other                              15,000             15,000

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value
20,000,000 shares authorized    
none issued or outstanding
Common stock, $.001 par value,
80,000,000 shares authorized, 
shares issued and outstanding,
10,635,249 at Sept. 30, 1998
and 9,189,699 at Dec. 31, 1997           280,240            278,792
Paid-in capital                          392,577            165,942
Retained earnings (deficit)             (833,227)          (563,331)
                                         ________           _______

TOTAL STOCKHOLDERS' EQUITY              (160,410)          (118,597)
                                         ________           _______ 
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY (DEFICIT)                        $ 208,895         $ 238,903
                                       ==========          =========






















</TABLE>
<PAGE>


                      SLOAN ELECTRONICS, INC.

                     STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                    NINE MONTHS  THREE MONTHS  NINE MONTHS  THREE MONTHS
                        ENDED        ENDED         ENDED       ENDED
                    SEPT 30 1998  SEPT 30 1998 SEPT 30 1997 SEPT 30 1997
<S>                       <C>          <C>          <C>         <C>
REVENUE                   $74,892      37,006        99,786      57,661          

COST OF GOODS SOLD         40,596      20,672       101,554      65,593  
                          _______      _______      _______     _______
GROSS PROFIT               34,296      16,334        (1,768)     (7,932)

EXPENSES      
Selling                     1,058          88         17,689      4,879                    
General & administrative  303,134     104,614        205,276     78,340
                          _______     _______        _______     _______
                          304,192     104,702        222,965     80,219 

NET LOSS                 (269,896)    (88,368)      (224,733)   (88,151)
                         =========   =========      =========   ======== 
NET LOSS PER COMMON SHARE  $(.027)     (.008)         (.068)      (.027)
                               

</TABLE>


See accountants' compilation report.

<PAGE>
              
                         SLOAN ELECTRONICS, INC.

             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                      
                Common Stock        Paid-in       Retained        
                Shares    Amount    Capital       Earnings   Total
<S>           <C>        <C>         <C>       <C>           <C>
BALANCE,
Dec 31, 1997  9,187,389  $278,792    $165,942  $(563,331)    $(118,597)

Prior period
adjustment        2,310         2          (2)                       
              _________  ________    ________  __________    _________  

Restated balance
Dec. 31, 1997 
              9,189,699   278,794     165,940   (563,331)     (118,597)  
SALE OF COMMON 
STOCK           225,000       225      64,775                   65,000

Stock issued
for services    110,550       111      10,889                   11,000 

Stock subscribed
in connection with 
private placement
offering      
              1,000,000     1,000      99,000                  100,000

Stock issued upon
conversion of
note payable    110,000       110      51,973                   52,083 


NET LOSS                                        (269,896)     (269,896)
              _______      ______     ______     ________     ________

BALANCE,
Mar 31, 1998
            10,635,249   $280,240   $392,577    $(833,227)   $(160,410)

</TABLE>











See accountants' compilation report.


<PAGE>
                        SLOAN ELECTRONICS, INC.

                       STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED 
<TABLE>
<CAPTION>
                                               Sept 30,             
                                           1998        1997

CASH FLOWS USED BY OPERATING ACTIVITIES
<S>                                     <C>             <C>
NET LOSS                              $(269,896)      $(224,733)

ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED BY OPERATING ACTIVITIES
Depreciation and amortization             25,485          12,908
Noncash disbursements                     11,000
Accrued interest converted to stock       (2,083) 
Decrease in accounts receivable           43,826           6,786           
Increase/Decrease in inventory           (10,394)         15,188 
(Decrease)increase in accounts payable
 and accrued expenses                    ( 7,239)         91,174 

Increase in interest payable              17,935           5,094   
                                          _______ 
NET CASH USED BY OPERATING ACTIVITIES    (191,366)       (93,583)             
                                          _______         _______

CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of property and equipment           (903)                
                                          _______
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock                      165,000          20,000        
Borrowings from an individual              50,000          50,000
                                          _______         ________

NET CASH PROVIDED BY FINANCING ACTIVITIES 215,000          70,000         
                                          _______         ________       

NET INCREASE (DECREASE) IN 
CASH AND CASH EQUIVALENTS                  22,731         (23,583)

CASH AND CASH EQUIVALENTS,
 beginning of period                       3,936           25,867    

CASH AND CASH EQUIVALENTS,
 end of period                           $ 26,667       $   2,284    
                                          ========         ======
SUPPLEMENTAL DISCLOSURE:
Non cash financing activities:
Issuance of common stock for services   $  11,000         $ 8,500
                                         =========        =======
Conversion of npte payable to
commom stock                               52,083
                                         =========
Interest paid                            $    562                  
                                          ========
</TABLE>
See accountants' compilation report.

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

GENERAL

Sloan Electronics, Inc. (the "Company") designs, manufacturers and
markets electronic monitoring equipment primarily for the criminal
justice industry and the long-term health care industry. The Company
markets its house arrest monitoring equipment through its in-house
marketing department, and currently distributes its products
through national service providers. The Company's medical division 
has distribution agreements with Response USA, a distributor of 
personal emergency response systems and with King Alarm, a security 
product distributor.

The Company's revenue consist primarily from product sales. Based
on a written agreement, the Company will receive recurring payments 
from Response USA based on a percentage of their service revenue. 
During third quarter of 1998 the Company did not generate any 
revenue from recurring payments.

MAS Acquisition I Corp. (the "Company"), was incorporated on July 31, 
1996 in the State of Delaware, to engage in any lawful corporate 
undertaking, including, but not limited to, selected mergers and 
acquisitions. On December 5, 1997, pursuant to the terms of an 
Agreement of Merger (the "Agreement") between the Company and Sloan 
Electronics, Inc. ("Sloan"), Sloan has merged into the Company and the 
Company has changed its name to Sloan Electronics, Inc. Pursuant to the 
terms of the merger Agreement, 3,561,500 shares of Common Stock of 
Sloan was converted into 8,227,070 shares of Common Stock of the 
Company at the conversion rate of 2.31. In addition, the Company has 
accepted the return of, and cancelled, 7,680,083 shares of Common Stock 
issued to MAS Financial Corp. and issued 91,102 shares of Common Stock 
as finder's fee, which was paid by MAS Financial Corp.

PRODUCTS

The Company offers a full range of electronic monitoring equipment for 
the criminal justice system's house arrest corrections programs and for 
the medical industry's long-term health care providers. The Company 
strikes a balance between its ability to provide solid, state-of-the-
art, high-quality products and its ability to retail these products at 
the lower end of the industry's pricing spectrum.

The concept behind the Company's product line is that each product is 
able to stand alone, without after-market equipment such as door 
sensors or additional custom wiring, yet each product is integratable 
with anumber of pre-existing computer software programs.  This 
philosophy of integration makes the Company's SEI Alert products and 
Wander Watch products more attractive to institutional consumers.
<PAGE>

The SEI Alert 24 Single Offender Based System.  A tamper-proof 
transmitter is custom-fitted and attached to an offender's ankle. This 
anklet is waterproof and designed to be worn at all times. A home-based 
receiver is placed in a central location within a residence, and a 
range setting is selected.  In the event that the anklet is removed, or 
that the person wearing it strays outside the predetermined range, the 
event is recorded, time and date stamped, and sent to an outside 
monitoring station within 60 seconds' time.  The current industry 
average time window is over 8 minutes.

The SEI Alert 24 Half-Way House Multi-Residence System.  Each person 
paroled to a half-way house is fitted with an anklet transmitter.  The 
receiver then monitors the movements of each client within the pre-
determined parameter of the half-way house and records any and all 
violations.  This system can work as a stand-alone measure with the 
current data sent via a telephone line to monitoring station, or can 
also work as an in-house employee monitoring station.  The system is 
designed to monitor from 1 to 50 offenders.

The SEI Alert 24 Drive-By Transmitter Detector.  This device is 
designed for use by parole officers, probation officers or security 
officers.  This mobile surveillance system allows an officer to check 
up on a house arrest client simply by driving past this person's 
residence, work place or school.  The system detects and displays the 
ID of a particular offender by interfacing with that person's anklet 
transmitter.  The receiver unit time an date stamps the information 
collected, and it can also upload this information to a central 
computer.

The SEI Alert 24 Chain Gang / Work Release Departure Alert System. Each 
inmate is fitted with an anklet transmitter. A single guard mans the 
portable programmable receiver unit which alerts the officer in the 
event that an offender, or group of offenders, leaves the general area.  
This system is currently available for sale.


The Wander Watch Single Patient System.  A custom fitted, tamper-proof 
anklet is attached to a patient's leg.  It is completely waterproof 
and designed to be worn at all times, including bathing and swimming.  
The micro-transmitter in the anklet sends a coded silent radio signal 
to the home receiver, which in turn measures the strength of those 
signals
and calculates the distance the patient is from the base unit. An alarm 
will sound when the patient travels beyond the selected range or if the 
anklet is removed.

The Wander Watch Multi-Patient Wander Alert System.  
A computer-based system specifically designed for placement within a 
medical facility, the Multi-Patient Alert System is able to notify a 
care giver in the event of a patient departure from a long-term 
healthcare facility.  It was originally configured to monitor the 
movements of 1 to 25 patients.  Unlike most wander alert systems 
installed in a medical facility, the Wander Watch system stands alone 
and does not require custom electrical wiring, installation of door 
sensors or the use of door barrier detection equipment.
<PAGE>

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. Fleet Watch is being evaulated in field 
conditions by the Sarasota County, Florida, Transportation 
Deptartment.

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.

The SEI Alert 24 Automated Check In System. A kiosk for the criminal 
justice industry to facilitate the "day reporting" of criminals 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 assists a parole officer 
in managing the growing number of inmates released into supervision 
programs. It is currently in filed trial in Washington state for the 
Department of Corrections. The Company is pursuing license agreements 
with prospective customers.

INDUSTRY BACKGROUND

The Corrections Industry.  The United States currently locks up a 
greater share of its residents than any other nation. 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 its nonviolent segment of the prison 
population, and as a better way to monitor violent criminals once they 
are paroled to a half-way house facility.  The public's insistance on 
increased law enforcement along with their reluctance to fund 
additional prisions also makes house arrest using electronic assisted 
monitoring systems an increasingly attractive alternative to 
incarceration.
<PAGE>

The Medical Industry.  A patient's compulsive desire to wander about is 
a symptom of dementia, which often accompanies Alzheimer's Disease.  
Biologically, this is caused by physical changes in the brain.  
Oftentimes the patient acts out of routine, such as the repetitive 
action of getting ready to leave for work every day.  Sometimes the 
patient just feels tense or trapped and wants to escape his 
environment.  Until recently, standard medical practice was to heavily 
sedate these patients, or to restrain a patient to a chair or bed to 
keep them from wandering.  Today, hospitals and institutions maintain 
separate facilities to enable them to better deal with patients who 
demonstrate a compulsive desire to wander about. 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 Sloan electronic 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 Electronice 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.

BUSINESS STRATEGY

The Company's 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, the Company believes that its products are among the best 
currently available in these two industries.

Management has defined the Company's role as that of primarily a 
research, development and manufacturing entity. Management plans to 
continue to market directly to the criminal justice industry, while 
relying on distributors such as KingAlarm and Response USA to market 
its Wander Watch healthcare product line.

High-Quality Image. The Company believes that within the house arrest 
industry, the Company has built a reputation for developing and 
manufacturing one of the best, cost-effective and user-friendly
systems on the market.
<PAGE>

The Wander Watch products and the SEI Alert 24 products reflect the 
Company's commitment to quality. The Company pursues the highest 
standards in its design, component selection, assembly and appearance 
of its products. The Company recognizes that product dependability and 
reliability are highly significant to the Company's continued success. 
Therefore, quality control plays an important role in the Company's 
business strategy.

Focus on Private Residence. The Wander Watch product line and the SEI 
Alert 24 product lines are both specifically designed to be used in a 
private home, apartment or townhouse. Ease-of-use and stand-alone 
features inherent to both products give the Company a competitive 
advantage in these areas.

The Wander Watch Single Patient System is both affordable and easy to 
install. The receiver unit plugs into a standard outlet. Unlike most 
competitive products, this is all that is required to install and 
operate the products; doors do not need to be wired with sensors. There 
are no wires or barriers associated with the products. This stand-alone 
concept runs contrary to the current industry thinking. Management 
believes that this concept is one of the reasons that makes the 
Company's product line more attractive to the consumers.

Customer Service and Support. Sloan Electronics believes that its
relationship with its dealers and its consumers has contributed
significantly  to its past success and should continue to enhance its 
future prospects. The Company's ability to upgrade its equipment in the 
field not only gives the Company a competitive advantage within the 
industry, but also allows it to focus on up-selling and upgrading its 
product line.

PRODUCT DESIGN AND DEVELOPMENT 

The Company is continuously engaging in electronic component research, 
design, experimentation and development, all of which are essential to 
maintaining a competitive advantage in the market place. The overall 
product development is managed and directed by Paul Sloan, President of 
the Company. In addition, on project-by-project basis, a product 
development team is assembled from personnel within the Company and may 
include personnel outside the Company as well.

The Company's product development team is responsible for developing 
working designs of all approved product concepts using computer-aided 
design systems, and for coordinating all modeling and initial 
prototyping. The in-house testing department evaluates all prototypes. 
The Company then creates the full documentation to build its products 
and designs all of its circuitry artwork. Complete product 
specifications and blue-printed product designs are then sent to 
Kimchuk Inc., which prints the circuit-boards, assembles, tests, 
performs quality control inspections to rigid standards, packages and 
finally drop-ships the Company's products to its distributors or 
directly to its customers.
<PAGE>

The Company believes that investment in product development, and its 
relationship with Kimchuk, enables it to reduce prototype development 
time substantially. The Management believes that this shortened lead 
time enhances the Company's ability to place new products in 
distribution, which strengthens its competitive position. 


SALES AND MARKETING

The Company's marketing strategy varies based upon each product line. 
With regard to the criminal justice house arrest market, the Company 
plans to continue aggressively markets its SEI Alert 24 products to 
independent service providers and to  municipalities which monitor and 
administer their own house arrest programs. The Company has 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. The Company has turned over distribution of the Wander Watch 
Alert24 single patient departure alert systems for exclusive sales to 
the security industry to KingAlarm, a major independent distributor of 
security and related low voltage products. Marketing strategies and 
distribution decisions concerning other products are 
handled on a product-by-product basis.

SEI Alert 24 Products. The criminal justice house arrest market is 
dominated by two manufacturers who, along with retailing their 
products, are also contract service providers who compete in the 
security industry. These manufacturers have developed proprietary 
software which is not currently integratable with standard, existing 
security company protocol. Their software are not as effective or user-
friendly as security industry software. However, these manufacturers 
look upon this proprietary software as a way to shut small security 
companies out of a lucrative market.

Based on current trends, management believes that within 5 years, 80% 
of the municipalities who currently monitor their own house arrest 
program will get out of the business. Independent security contractors 
will be competing directly against these two manufacturers for service 
contracts. The Company is in the position to market its fully 
integratable home incarceration system to these security providers, 
thus leveling the playing field within the house arrest industry.

<PAGE>

The Wander Watch Products. The Company views its corporate role as that 
of developer, designer and manufacturer. To that end, the Company has 
negotiated and signed contracts with Response USA and King Alarm to 
distribute its Wander Alert detection equipment. 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. To date, the Company has not received any income 
from recurring monthly fees. 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. Currently reimbursements include 
Milwaukee, Pennsylvania, Department of Aging waiver program, Rhode 
Island Department of Aging, partial  reimbursement from local 
California programs and partial reimbursement from New York local 
programs. Reimbursement is pending in Massachusetts, and Response USA 
is seeking other state and local agencies to approve the systems for 
reimbursement. 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. King Alarm has name recognition throughout 
the security  industry, and is a major supplier for security experts 
and  consultants, with ten regional warehouse sales centers.  King 
Alarm sponsors over 200 New Horizons technical and sales training 
seminars annually, and hosts the King Alarm Expo, a two-day trade 
exposition annually.

Advertising. The Company has advertised in trade publications specific 
to the markets it manufacturers products for, and in journals which 
test its products and publish company-by-company product comparisons. 
The Company is constantly seeking out innovative ways to build name 
recognition within the industries in which it competes, as well as to 
create public awareness for its product line. The Company maintains a 
web site at www.seialert24.com .

COMPETITION

The Company competes in a number of niche markets, which the Company 
believes  will continue to grow.

House Arrest Market. The Company's competitors within the criminal 
justice market include BI Incorporated and Strategic Technologies, Inc. 
Although all of the Company's manufacturing house arrest products base 
their products on the same principals, management believes that the 
Company has competitive advantages over its competitors within this 
industry.

<PAGE>

1. the SEI Alert 24 product line uses a 900 MHz spread spectrum radio 
frequency rather than the standard 300 MHz frequency. This difference 
in technology is similar to the technological differences which exist 
between cordless phones. Phones using 900 MHz radio frequencies are far 
superior to those less expensive models which experience interference 
problems due to the fact that they operate at 300 MHz frequency.

2. the SEI Alert 24 products have an exclusive low range setting on the 
receiver unit, which ensures that house arrest means house arrest and 
not neighborhood arrest. With other systems, an offender could wander 
the neighborhood and still not trip the distance setting on the base 
unit. The industry standard low range setting is a 150 foot perimeter. 
SEI's low range setting is between 40 and 60 feet.

3. 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 1 minute radio frequency window.

4. The SEI Alert 24 anklet transmitter is tamper resistant. No tamper 
system currently available is 100% tamper proof or false alarm proof; 
however, the SEI Alert 24 system is the most reliable on the market 
when it comes to  false alarms. A false alarm necessitates a physical 
inspection of the anklet transmitter by a monitoring officer; 
therefore, this fact is viewed as a major selling point among security 
providers.

5. The SEI Alert 24 product line has been designed to allow security 
companies access to one of the fastest growing segments of the 
industry: electronic home incarceration. The use of abusive pricing 
policies and proprietary software, software which makes the security 
industries central station equipment incompatible, have worked together 
to keep small independent contractors out of the market. Using the 
Company's products, these security companies are now able to compete 
with BI Incorporated and Strategic Technologies for municipal contracts 
on an even footing. Unlike other manufacturers, the Company does not 
compete against its customers in the contract monitoring business.

Long-Term Healthcare Market. The Company's competition in this market 
includes WanderGuard, Code Alert, Watchmate and Secure Care Products. 
All of these companies utilize proximity sensing technology, which 
requires that a patient wearing a low powered transmitter which sends a 
weak signal. A receiver is mounted at each door. When a patient 
approaches the door, an alarm sounds and the door magnetically locks. 
The Company's Wander Watch Alert 24 technology has a competitive 
advantage over the industry's proximity-sensing systems since it 
requires no additional wiring of door sensors and it provides a higher 
level of patient security.
<PAGE>

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 needs to be deactivated.

3. The Wander Watch system utilize 900 MHz spread spectrum radio 
frequency technology, a tamper-resistant anklet transmitter with a 
tamper alarm, and sells its products at a price below that charged by 
the competition.

The Fleet Watch Alert 24. The Fleet Watch system is another unique 
product of the Company. The Company believes that no other company 
offers a fully integratable passive monitoring system for fleet 
vehicles. This system is able to generate full vehicle status reports 
on demand, confirm employee hours of vehicle operation and continuously 
monitor the comings and goings of fleet vehicles. This tamper resistant 
monitoring system installs in less than 30 minutes, ends unapproved 
vehicle use and provides a complete audit trail and other necessary 
usage reports for each vehicle in a company's fleet. This unit has been 
successfully tested on a fleet of concrete trucks, and will be field 
evaulauted by the Sarasota FL xxxxx.

The Nurse Call Alert 24. A fully supervised 900 MHz spread spectrum 
wireless nurse call system is yet another innovation by the Company. 
The Company believes that this system is among the best wireless 
security system available, with unique features such as automatic 
signal check and low  battery reporting. With the systems optional 
range extenders, any sized facility may be monitored. Another unique 
integratable option is the paging system which assists in quicker 
response times by staff.

MANUFACTURING AND ASSEMBLY

The Company manufacture all of its products in the 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.

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 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.
<PAGE> 

Product Warranties. The Company supports its products with a limited 1-
year warranty which covers all defects in materials or workmanship. the 
Company will repair or replace defective units without charge to the 
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

The Company continues to look for new ideas for development of new 
products. The Company believes that new products could represent  
substantial new business for the Company.


GOVERNMENT REGULATION

The Company's facilities are subject to numerous federal, state and 
local laws and regulations designed to protect the environment from 
waste emissions and hazardous substances. The Company is also subject 
to the Federal Occupational Safety and Health Act and other laws and 
regulations effecting the safety and health of employees in the 
administrative and manufacturing areas of its facilities. The Company 
believes that is is in compliance in all material aspects with all 
applicable environmental and occupational safety regulations. The 
Company's radio frequency anklet transmitter are 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.

YEAR 2000
The Company's 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, 1997 and Income Statement for the 
year ended December 31, 1997 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,  incorporated herein 
by reference, and is qualified in its entirety by reference to such 
financial statements.



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 $20,655 (35%) for the quarter 
ended September 30, 1998 as compared to the quarter ended September 30, 
1997.  The decrease is due in part to a major distributor (Response 
USA)  taking delivery of  approximately 500 units of WanderWatch Alert 
24 systems in December of 1997 in anticipation of their future needs.

     Gross profit for the third quarter of 1998 increased to $16,334 
compared to ($7932) for the third quarter of 1997. The increase is due 
in part to better margins in this quarter due to manufacturing 
efficiency,  and higher costs of manufacture in the third quarter of 
1997 due to start up costs and a percentage of sales of spares and 
parts, which have a lower markup.

Selling, general and administrative expenses were $104,614 in the 
first quarter of 1998, compared to $80,219 for the third quarter of 
1997.  This represents an increase of 30% over selling, general and 
administrative expenses for the third quarter of 1997.  The increase 
is in part due to increased insurance costs, interest costs, 
professional fees, commissions, and contract services and expenses 
involved with the merger of  Sloan Electronics Inc. (FL) with MAS 
Acquisition I Corp.,  becoming  Sloan Electronics Inc. (DE). Sales and 
marketing expenses declined from $4,879 for the quarter ended 
September 30, 1997 to $88 for the third quarter of 1998, for a 
decrease of 99%. Sales and marketing expenses declined due to the 
Company's strategy to grow by working closely with major distributors 
who absorb sales and marketing costs. General and administrative 
expenses rose from $74,340 for the third quarter of 1997 to $104,702 
in the third quarter of 1998, representing an increase of 40%. The 
increase in general and administrative expenses was caused by 
increased insurance costs, interest costs, professional fees and 
contract services and are in part due to expenses involved with the 
merger of  Sloan Electronics Inc. (FL) with MAS Acquisition I Corp., 
becoming  Sloan Electronics Inc. (DE). 

     The net loss for the quarter ending September 30, 1998 was 
$88,368, or $0.008 per share based on 10,635,249 shares outstanding, 
as compared to a net loss for the first quarter of 1997 of $88,151, or 
$0.027 per share. The net loss for the period is primarily attributed 
to insufficient level of revenue generated by the Company.

LIQUIDITY AND CAPITAL RESOURCES.

     Net cash provided from financing activities was $215,000 for the 
nine months ended September 30, 1998, raised through private placement 
of common stock and borrowing. 

     The Company has no material commitments for capital expenditures 
during the next quarter and believes that its current cash and working 
capital position and future income from operations will be sufficient 
to meet its cash and working capital needs.



<PAGE>


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities
On July 22, 1998 the Board of Directors approved the repeal of Article 
I Amendment item "8. Preemptive Rights" from the Bylaws of the Company. 
This amendment allowed for shareholders to maintain percentage of 
ownership by purchasing additional shares in the event that more stock 
of the same class were issued by the corporation.

Item 3. Defaults.

None

Item 4. Submission Of Matters To A Vote Of Security Holders.

None 

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EX 3.(ii)  Bylaws as Amended July 22, 1998
EX 27  Financial Data Schedule
(b) Reports on Form 8-K
None



<PAGE>

                               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 12, 1998
                                             By: /s/ Paul Sloan
                                              Paul Sloan
                                              President and CEO


                                             By: /s/ Larry Provost
                                              Larry Provost
                                              Chairman and CFO