UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            
                                 FORM 10-KSB/A
[x]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
              For the fiscal year ended  - December 31, 1997

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

                        Commission file number 0-28772

                           SLOAN ELECTRONICS, INC.
               (Name of Small Business Issuer in its charter)



                Delaware                                  35-1990559
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)


     
     2527 Monterey St., Sarasota, Florida                      34231

     (Address of principal executive offices)                (Zip Code)

     Registrant's telephone number, including area code: (941) 925-2286

     Securities registered under Section 12(b) of the Act:     None 

     Securities registered under Section 12(g) of the Act:

            Common Stock, $.001 par value per share
                           (Title or class)

     Indicate by check mark whether the Registrant (1) has filed all report
     required to be filed by Section 13 or 15(d) of the securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
     that the Registrant was required to file such reports), and  (2) has been
     subject to such filing requirements for the past 90 days. YES [x] NO [  ]
     
     Indicate by check mark if disclosure of delinquent filers pursuant to
     Item 405 of Regulation S-K is not contained herein, and will not be
     contained, to the best of the Registrant's knowledge, in definitive proxy
     or information statements incorporated by reference in Part III of this
     Form 10-KSB or any amendment to this Form 10-KSB.  [  ]
     
     As of December 31, 1997, the Registrant has outstanding 9,187,389 shares
     of Common Stock, $.001 par value.

                   Documents Incorporated by Reference

        1. Form 8-K/A, filed with the Securities and Exchange Commission
           on March 18, 1998.
                               
THIS ANNUAL 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 ANNUAL
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.

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                       1997 Form 10-KSB Annual Report

                             TABLE OF CONTENTS

Item 1.   Description of Business  . . . . . . . . . . . . . . . . . . . .   3

Item 2.   Description of Properties  . . . . . . . . . . . . . . . . . . .  14

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .  14

Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . .  14

Item 5.   Market for Common Equity and Related Stockholder Matters . . . .  15

Item 6.   Management's Discussion and Analysis of Results of Operations
          and Financial Conditions . . . . . . . . . . . . . . . . . . . .  16

Item 7.   Financial Statements and Supplementary Data  . . . . . . . . . .  18

Item 8.   Disagreements on Accounting and Financial Disclosure . . . . . .  30

Item 9.   Directors, Executive Officers, Promoters and Control 
          Persons  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . .  32

Item 11.  Security Ownership of Certain Beneficial Owners and Management .  33

Item 12.  Certain Relationships and Related Transactions . . . . . . . . .  35

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 
          8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

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                       PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K.

(a)  Financial Statements are contained in Item 7.

(b)  Reports on Form 8-K

     The following Reports were filed on Form 8-K and are
     incorporated by reference.

     Amendment No. 2 to Form 8-K filed on March 18, 1998.
     Amendment No. 1 to Form 8-K filed on January 5, 1998.
     Form 8-K filed on December 19, 1997.

(c)  Exhibits.

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

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

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

(3.2)       Bylaws of the Company as filed with the Form
            10-SB Registration Statement on September 4, 1996.

(3.3)       Bylaws of the Company adopted by the Company from
            the Bylaws of Sloan Electronics, Inc.

(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.

(99.1)      Form of Offshore Securities Subscription Agreement
            as filed with the Form 8-K Amendment on March 18, 1998.

(99.2)      Consulting Agreement      

(99.3)      Agreement with Response USA  

(99.4)      Agreement with KingAlarm  


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