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  - March 31, 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
                       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

                
(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 March 31, 1999, the Registrant has outstanding 
11,147,749 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.

                           Sloan Electronics, Inc.
                                Form 10-QSB 
              Quarterly Report, period ended March 31, 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>

April 28, 1999



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


                        ACCOUNTANTS COMPILATION REPORT

We  have  compiled the accompanying statements of  financial  condition  of 
Sloan  Electronics, Inc., as of March 31, 1999 and December 31,  1998,  the 
related  statement of changes in stockholders' equity for the periods  then 
ended, and the statements of operations and cash flows for the three  month 
periods  ended  March 31, 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.

Bobbitt, Pittenger & Company, P.A.


Certified Public Accountants


F1

<PAGE>
Part I Financial Information
Item 1. Financial Statements
                            SLOAN ELECTRONICS, INC.

                      STATEMENTS OF FINANCIAL CONDITION


                                              March 31,     December 31,
                                               1999             1998       

ASSETS

Cash                                    $        2,949  $     19,792
Accounts receivable - net                       11,250        12,126
Inventory                                       22,870        27,171
Prepaid insurance                               19,743        26,422
Prepaid legal fees                             366,667
Deferred syndication costs                     100,000       100,000    
                                            ----------    ----------
TOTAL CURRENT ASSETS                           523,479       185,511
                                            ----------    ---------- 
EQUIPMENT - NET                                  1,668         1,892
                                            ----------    ----------
                                          $    525,147   $   187,403
                                            ==========    ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable                         $      79,615   $    79,736
Accrued  expenses                              115,086       117,442         
Accrued  interest                                9,213         8,650
Accrued interest - related party                50,248        41,189
Notes payable                                   33,406        41,718
Notes payable - related party                  235,000       210,000
                                               -------       -------
TOTAL CURRENT LIABILITIES                      522,568       498,735
                                  
STOCKHOLDERS' EQUITY
Common stock - authorized 80,000,000 shares;
par value $.001; issued and outstanding,
11,147,749 and 10,635,249 shares at March 31,
1999 and December 31, 1998, respectively        11,148        10,635
Additional paid-in capital                   1,032,680       603,134
Due from officer                               (33,465)      (33,565)
Accumulated deficit                         (1,007,784)     (891,536)
                                            -----------     ---------       
TOTAL STOCKHOLDERS' EQUITY                       2,579      (311,332)
                                            -----------     ---------
                                          $    525,147    $   187,403
                                            ===========     =========




                   See accountants' compilation report.
F2
<PAGE>
                           SLOAN ELECTRONICS, INC.
 
                          STATEMENTS OF OPERATIONS
        


                                         Three months   
                                             ended        Year ended
                                       March 31, 1999  December 31, 1998

SALES                                     $     4,828     $   84,659
COST OF SALES                                   3,948         67,959
                                            ---------       --------
GROSS PROFIT                                      880         16,700

EXPENSES
Selling                                        21,501          1,277
General and administrative                     86,005        337,219
Interest                                        9,622         28,518
                                              -------       --------
                                              117,128        367,014
                                              -------       --------
OPERATING LOSS BEFORE INCOME
TAXES AND EXTRAORDINARY GAIN                 (116,248)      (350,314)

INCOME TAXES                                            
                                              --------      --------- 
LOSS BEFORE EXTRAORDINARY GAIN               (116,248)      (350,314)

EXTRAORDINARY GAIN                                            50,185
                                             ---------      ---------
NET LOSS                                    $(116,248)     $(300,129)
                                             =========     ========== 
NET LOSS PER SHARE                      $      (.011)   $      (.030)
                                             =========     ==========




                   See accountants' compilation report.
F3
<PAGE>
                            SLOAN ELECTRONICS, INC.

                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



                                 Additional      
                      Common      Paid-in    Due from   Accumulated   Total   
                       Stock      Capital     Officer     Deficit
BALANCE,
January  1, 1998        $  9,189  $376,497  $ (33,565)  $  (591,407) $(239,286)

Sale of common stock         225    64,775                              65,000

Stock issued for services    111    10,889                              11,000

Stock issued in private 
placement offering         1,000    99,000                             100,000

Note payable converted to
common stock                 110    51,973                              52,083

Net loss                                                  (300,129)   (300,129)
                        --------  --------    --------   ----------  ----------
BALANCE,
December 31, 1998         10,635   603,134    (33,565)    (891,536)   (311,332)

Sale of common stock          13     9,987                              10,000

Stock issued for services    500   399,500                             400,000

Stock issued as compensation        20,059                              20,059

Net loss                                                  (116,248)   (116,248)

Payment-due from officer                          100                      100
                        --------   --------    -------  ----------    --------
                         $11,148 $1,032,680  $(33,465) $(1,007,784)    $ 2,579
                        ========  =========   ========   =========     =======





                   See accountants' compilation report.
F4
<PAGE>
                          SLOAN ELECTRONICS, INC.

                         STATEMENTS OF CASH FLOWS
         



                                          Three months      
                                             ended         Year ended
                                        March 31, 1999    December 31,1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                     $(116,248)      $(300,129)

Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation                                       224             898
Forgiveness of accounts payable                                (50,185)
Stock issued for services                      400,000          11,000
Stock options issued for compensation           20,059
Stock issued for accrued interest                                2,083
Decrease in operating assets:
Accounts receivable - net                          876          77,606
Inventory                                        4,301         (17,020)
Prepaid insurance                                6,679         (26,422)
Prepaid legal fees                            (366,667)
Deferred syndication costs                                    (100,000)
Due from officer                                   100
Increase (decrease) in operating liabilities:
Accounts payable                                  (121)          5,335
Accrued expenses                                (2,356)         95,912
Accrued interest - related parties               9,622          25,963
                                               --------       --------
NET CASH USED IN OPERATING ACTIVITIES          (43,531)       (274,959)
                                               --------       --------
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of equipment                                             (903)
                                               --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans                             25,000         126,718
Proceeds from sale of common stock              10,000         165,000
Repayments of loans                             (8,312)                      
                                               --------       --------         
NET CASH PROVIDED BY FINANCING ACTIVITIES       26,688         291,718
                                               --------       --------    
NET (DECREASE) INCREASE IN CASH                (16,843)         15,856

CASH, at beginning of period                    19,792           3,936
                                               --------       --------
CASH, at end of period                       $   2,949      $   19,792
                                              =========       ========




                    See accountants' compilation report.
F5
<PAGE>

                                            Three months        
                                               Ended        Year ended
                                         March 31, 1999  December 31, 1998

SUPPLEMENTAL DISCLOSURES:
Interest paid                        $      -              $     1,545
                                     ---------             -----------

Non cash financing activity - note payable
of $50,000 and accrued interest of $2,083
converted to 110,000 shares of common stock
in the year ended December 31, 1998

Non cash financing activity - stock issued for prepaid
legal fees 500,000 shares, valued at $400,000

Non cash financing activity - stock options
issued for compensation 30,000 shares, 
compensation valued at $20,059

<PAGE>


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

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 a distribution agreement with Response  USA, 
a  distributor  of  personal  emergency response  systems.  King  Alarm,  a 
security  product  distributor, no longer is an  exclusive  distributor  of 
Company products to the security industry.

The Company's revenues are 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.  The  Company  received 
recurring revenue from Response USA in the first quarter of 1999.

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. 

Products

Criminal Justice: 

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 a number of 
pre-existing  computer software programs.  This philosophy  of  integration 
makes  the  Company's  SEI Alert products and Wander  Watch  products  more 
attractive to institutional consumers.

The SEI Alert 24 Single Offender Based System.  A tamper-proof  transmitter 
is  custom-fitted  and  attached to an offender's  ankle.  This  anklet  is 
waterproof  and designed to be worn at all times. A home-based receiver  is 
placed  in  a central location within a residence, and a range  setting  is 
selected.   In  the event that the anklet is removed, or  that  the  person 
wearing  it strays outside the predetermined range, the event is  recorded, 
time  and date stamped, and sent to an outside monitoring station within  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.
<PAGE>
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  is currently in field trial in Washington state for the  Department  of 
Corrections.  The Company is pursuing license agreements  with  prospective 
customers.

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.

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 caregiver 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>
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.

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 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. 
<PAGE>
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 
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.

BUSINESS STRATEGY

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

Until  recently, Management has defined the Company's role as  primarily  a 
research,  development  and  manufacturing  entity.  Management  plans   to 
continue  to  market products directly to the  criminal  justice  industry, 
while  relying  on distributors such as Response USA to market  its  Wander 
Watch  healthcare product line. However, Management recognizes  that  there 
are  many  business  opportunities  for the  Company  in  addition  to  its 
electronic monitoring business.  Consequently, the Board of Directors  will 
recommend  to  the  shareholders  a name change  that  will  reflect  their 
decision  to divide operations into multiple divisions with  operations  in 
the  technology, education and electronics industry sectors.  Shareholders' 
approval will be voted on at the Annual Meeting of Shareholders on May  22, 
1999.  One of the Company's proposed new technology divisions will  provide 
distance  learning  over the internet. The Company has signed a  letter  of 
intent  to  acquire  for stock an internet  learning  company.  The  "Cyber 
Learning" curricula will be available worldwide and will allow students  in 
foreign countries to obtain accredited higher education degrees as well  as 
training   certificates  over  the  Internet.  The  Company  is   presently 
evaluating  a  number  of other strategic  relationships  with  established 
businesses  in the internet, electronics and technology industries as  well 
as  the  criminal justice industry with a view towards  acquiring  existing 
profitable businesses along with management teams as operating divisions. 
<PAGE>
To  further  the  Company's goals and  improve  shareholder  value  through 
acquisitions,  management  has  taken  steps  to  promote  the  company  to 
investors  in order to improve share price. A strong price with good  daily 
volume will allow the company to raise the capital needed to grow the  core 
business, and to fuel expansion into other businesses through  acquisitions 
for  stock.  To these ends, the Company has hired David Feingold,  Esq.  of 
Feingold  &  Kam.  As an SEC attorney specializing in  issues  that  affect 
emerging companies, Mr. Feingold is working with management to position the 
Company as a holding company with interests in the Internet and  technology 
sectors.  He will coordinate and pay any consultants for services.  Several 
officers  of the Company and individual shareholders have paid  Feingold  & 
Kam  from their personal holdings. In accordance with a resolution  of  the 
Board  of Directors, these payments will be reimbursed by the  Company.  In 
the first quarter of 1999, 500,000 shares were paid to Feingold & Kam under 
this arrangement. 

High-Quality  Image. The Company believes 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  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 and  customer  satisfaction 
play 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.
<PAGE>
PRODUCT DESIGN AND DEVELOPMENT 

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

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

The  Company  believes  that investment in  product  development,  and  its 
relationship with 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  market  its SEI Alert 24  products  to  independent 
service providers and to municipalities which monitor and administer  their 
own house arrest programs. The Board of Directors has created the  position 
of Vice President of Sales and named Donald Grimes to the post.  Mr. Grimes 
has  extensive experience in the criminal justice monitoring industry.   In 
addition,  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. The Company has terminated its  exclusive  arrangement 
with KingAlarm for distribution of the Wander Watch Alert24 single  patient 
departure  alert  systems to the security industry. The Company  will  seek 
independent  security  companies  to act as distributors  to  the  security 
industry. Marketing strategies and distribution decisions concerning  other 
products are handled on a product-by-product basis.
<PAGE>
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. The Company views its corporate  role  in  the 
medical   monitoring   industry  as  that  of   developer,   designer   and 
manufacturer. To that end, the Company has negotiated and signed  contracts 
with  Response  USA  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. The Company began  receiving  income  from 
recurring monthly fees in the first 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.  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. 

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 .
<PAGE>
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,  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  rather than the standard 300 MHz frequency. This  difference  in 
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  security 
companies  access to one of the fastest growing segments of  the  industry: 
electronic  home  incarceration. The competitors' use  of  abusive  pricing 
policies  and  proprietary  software which is  incompatible  with  standard 
central  station  equipment  have  worked  together  to  keep   independent 
contractors 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, the Company currently does not directly compete 
against  its  customers in the contract monitoring business.  However,  the 
company  is  seeking  strategic associations with other  companies  in  the 
criminal  justice monitoring industry to vertically integrate its  business 
and maximize market share.
<PAGE>
Long-Term  Healthcare  Market.  The Company's competition  in  this  market 
includes  WanderGuard, Code Alert, Watchmate and Secure Care Products.  All 
of  these  companies utilize proximity sensing technology,  which  requires 
that  a patient wear a low powered transmitter that 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  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 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.

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 manufactures 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.
<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 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  in 
compliance  in all material aspects with all applicable  environmental  and 
occupational  safety  regulations.  The Company's  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.

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, 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, and September 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 $9,026 (65%) for the  quarter  ended 
March 31, 1999 as compared to the quarter ended March 31, 1998 

     Gross profit for the first quarter of 1999 decreased to $880  compared 
to  $9008  for the first quarter of 1998. The decrease is due  in  part  to 
lower margins on sales of spares and parts, which have a lower markup.

     Selling,  general  and administrative expenses were  $107,506  in  the 
first  quarter of 1999, compared to $86,412 for the first quarter of  1998.  
This represents an increase of 25% over selling, general and administrative 
expenses  for  the first quarter of 1998.  The increase is in part  due  to 
increased  insurance  costs, professional fees, and contract  services  and 
expenses.  Sales and marketing expenses increased to $21,501 for the  first 
quarter 1999.  Sales and marketing expenses increased due to the hiring  of 
Don  Grimes as VP Sales in November of 1998. Management is  concerned  with 
the sales performance and attributes poor results as partially due to  lack 
of  funding for inventory. The commitment to hire a full time sales  person 
was made so that the Company can maintain industry contacts in anticipation 
of obtaining funds to build inventory. General and administrative  expenses 
remained  fairly  consistent in the first quarter of 1999 compared  to  the 
first quarter of 1998. 

     The  net  loss for the quarter ending March 31, 1999 was  $116,248  or 
$0.011  per share based on 11,147,749 shares outstanding, as compared to  a 
net loss for the first quarter of 1998 of $86,412, or $0.009 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 $26,688 for the  three 
months  ended  March 31, 1999, raised through private placement  of  common 
stock and borrowing. 

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

The  Company  has  entered  into a letter of  intent  to  acquire  distance 
learning  business from IEG Holdings, Inc.  Subsequent to the close of  the 
first quarter 1999, the Company has determined that it will be in its  best 
interest to concentrate first on the acquisition of the Spanish  University 
of America distance learning portion of IEG Holdings, and is conducting due 
diligence  prior  to setting a closing date. The Company also has  been  in 
acquisition  negotiations  with RTI Global,Inc., a provider  of  electronic 
publishing solutions for commercial printers and publishers. The Company is 
evaluating the possibility that it may be able to acquire a majority  stake 
in  RTI,  but has not yet entered into a letter of intent. The  Company  is 
also  discussing possible acquisition with several monitoring companies  in 
the  criminal  justice  and security  industries.  These  acquisitions,  if 
realized,  would allow for vertical integration of the Company's  equipment 
manufacturing  and management capabilities with municipal contract  service 
providers and client central monitoring facilities.

<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits

(2.0)  Plan and Agreement of Merger between MAS Acquisition  Corp. and 
       Sloan Electronics Inc. as filed with the Form 8-K Amendment on 
       March 18, 1998.
                                          
(2.1)  Article  of Amendment changing company name from MAS  Acquisition  I 
       Corp.  to Sloan Electronics, Inc. as filed with the Form 8-K  
       Amendment  on March 18, 1998.

(3)(i) Articles of Incorporation as filed with the Form 10-SB
       Registration Statement on September 4, 1996.

(3)(ii)Bylaws of the Company adopted by the Company from the
       Bylaws of Sloan Electronics, Inc. as amended, filed with 
       the form 10-QSB on November 12, 1998

(4)    Specimen Stock Certificate as filed with the Form 10-SB 
       Registration Statement on September 4, 1996.

(4.1)  Specimen Stock Certificate replacing MAS Acquisition I  Corp.  Stock 
       Certificate, filed with form 10-KSB/A April 7, 1998.

(4.2)  Stock Option Plan approved by shareholders May 16,1998 as filed  with 
       form DEF-14A April 10, 1998.

(10)   Material Contracts as filed with the form 10-KSB/A April 7, 1998

(13)   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. 


 
(22)   Published report regarding matters submitted to vote as 
       Filed with DEF-14A on April 10, 1998 and DEF-14A as filed
       On April 6, 1999.

(27)   Financial data schedule for electronic filing.
 
(99.1) Consulting Agreement with Feingold & Kam

(99.2) Letter of Intent with IEG Holdings 


(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 May 12, 1999
                                             By: /s/ Paul Sloan
                                              Paul Sloan
                                              President and CEO


Dated May 12, 1999                           By: /s/ Larry Provost
                                              Larry Provost
                                              Chairman and CFO