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, 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)

     1715 Stickney Pt. Rd., Sarasota, Florida                  34231

     (Address of principal executive offices)                (Zip Code)

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

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

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

            Common Stock, $.001 par value per share
            Preferred stock,$.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, 1998 the revenues for the most recent fiscal year 
is $84,659.
        The aggregate market value of voting stock held by non affiliates at 
December 31, 1998 is $16,362,342.
        As of December 31, 1998, the Registrant has outstanding 10,635,249
shares of Common Stock, $.001 par value. No Preferred Shares have been issued.
       Certain exhibits listed in Item 13 of Part IV have been incorporated by 
reference. An index to exhibits appears with Item 13. 
<PAGE>
PART I
                   
ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

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 (1) THE COMPANY'S PRODUCT DEVELOPMENT AND 
FINANCING PLANS, (11) 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. (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 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. During fiscal 1998 the 
Company has not yet generated any revenue from recurring payments. However, 
the company will begin receiving 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. 
<PAGE>
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 dditional 
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.

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 
<PAGE>
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.

Nurse Call Alert 24. A wireless nurse call system with a 500 resident 
capacity, which can be installed in less than 30 minutes. This system 
utilizes fail-safe technology, provides coverage of any sized facility, 
outputs usage reports and provides for a complete audit trail. The system's 
advanced features include an automatic signal check, low battery reporting 
and an optional range extender. The system can function as a nurses' call 
network or it can complement an optional paging system to direct staff to 
medical emergencies in a more timely and efficient manner. This system is 
currently available for field trials.

Other products:

Fleet Watch Alert 24. This radio frequency reporting system allows a company 
to passively keep tract of its fleet vehicle traffic. Every time a fleet 
vehicle drives onto or off the company property, the event is date and time 
stamped automatically. This enables a company to keep track of employee 
hours, vehicle use and vehicle status instantly. The Fleet Watch computerized 
base unit is fully integratable with other computer software, allowing the 
unit to generate vehicle status reports on demand. No longer is it necessary 
for a company to assign an employee the duty of physically counting each 
vehicle on the lot. This system is available for field trials.

<PAGE>
INDUSTRY BACKGROUND

The Corrections Industry.  The United States currently locks up a greater 
share of its residents than 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. 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.
<PAGE>
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 KingAlarm and 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 intends to 
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. One of the Company's 
proposed new technology divisions will provide distance learning over the 
internet. The Cyber Learning curricula will be available in several languages 
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 strategic relationships with 
established businesses in the internet and computer technology industries as 
well as the criminal justice industry with a view towards acquiring existing 
profitable businesses as operating divisions.

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.

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. 
<PAGE>
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 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 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. 
<PAGE>
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 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. The Company expects to begin 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. 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, an annual two-day trade exposition. 

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 
0believes 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.
<PAGE>

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 maximize market share.

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.
<PAGE>

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.

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 
<PAGE>
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.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company's facilities consist of leased executive office facilities 
at 1715 Stickney Point Road, Sarasota, FL 34231 and approximately 1,800 
square feet of leased office and work space, located at 4266 Higel Ave., 
Sarasota, FL 34242 and 200 square feet of donated office space located at 116 
Teatown Road, Croton, NY 10520.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is not a party to any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted during the fourth quarter of the fiscal year 
covered by this report to a vote of security holders.
                                   
                                PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Market Information.

The Company's common stock is traded on the NASD over the counter Bulletin 
Board, symbol SLEL. Trading began on June 18, 1998. The range for each 
quarter quoted reflect inter-dealer prices and may not represent actual 
transactions.
                      
Second quarter 1998: 
low $0.8750      high $3.0000  

Third quarter 1998: 
low $2.6875      high $5.0000       

Forth quarter 1998: 
low $2.2500      high $4.5000  

(b)  Holders.

As of December 31, 1998, there were approximately 83 Holders of Record of the 
Company's Common Stock.
<PAGE>
(c) Dividends.

The Company has never paid a cash dividend on its Common Stock and has no 
present intention to declare or pay cash dividends on the Common Stock in the 
foreseeable future.  The Company intends to retain any earnings that it may 
realize in the foreseeable future to finance its operations.  Future 
dividends, if any, will depend on earnings, financing requirements and other 
factors.

ITEM 6. 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.

General

     The Company's financial information for the two years ended December 31, 
1997, and December 31, 1998, respectively, reflects the merger on December 5, 
1997, which affected the Company's business and has a significant impact on 
the Company's results of operations and financial condition. As result 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.

     In the Financial Statement for year ended December 31, 1998 the 
Company's audit firm of Bobbitt Pittenger & Company PA, as noted in Note I of 
the financial statement, made certain prior period adjustments to more 
accurately classify research and development costs, reclassify amortization 
costs to stockholders equity, correct shares issued during the merger 
agreement, and to write off prepaid advertising costs.

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 revenue are recognized when the products are shipped. 
      
     Operating revenues decreased by $248,018 (74.6%) for the fiscal year 
ended December 31, 1998 as compared to the fiscal year ended December 31, 
1997. A significant drop in sales is due in part to a major customer, 
Response USA, deciding to delay full scale distribution of equipment already 
purchased pending completion of field trials. They do not anticipate 
commencing distribution prior to April 1999. 
     Gross profit for fiscal 1998 was $16,700, which represents a decrease of
$54,565, or 76.6%, below the gross profit recognized in fiscal 1997. 
The decrease was due primarily to lower sales revenues. The Company is to 
receive recurring payments on a percentage basis of Response USA's service 
revenue. The Company did not yet generated any revenue from recurring 
payments during fiscal 1998, but will begin to receive recurring revenue in 
fiscal year 1999. Gross profit, as a percentage of operating revenue, 
remained relatively stable in 1998 at 19.7% compared to 21.4% for fiscal 
1997. 
<PAGE>
     Combined selling, general and administrative expenses increased $35,663 
(11.8%) in 1998. Selling, general and administrative expenses, as a 
percentage of total operating revenues, increased to 399.8% from 91% for the 
fiscal year ended 1998 and 1997, respectively. Sales and marketing expenses 
declined from $31,921 for the year ended December 31, 1997 to $1,277 for the 
year ended December 31, 1998, for a decrease of $30,644 or 96%. The cost of 
product sales declined dramatically in 1998 because most sales costs for the 
Home Healthcare market are the responsibility of the exclusive distributors 
Response USA and King Alarm in their respective markets.  The Company has 
hired a VP of Sales and expects selling expenses to rise in fiscal year 1999. 
General and administrative expenses rose from  $270.912 in fiscal 1997 to 
$337,219 in fiscal 1998, representing an increase of $66,307 or 24.4%. The 
increase in general and administrative expenses was partly due to increases 
in costs associated with professional fees, contract services and insurance.
     Interest expense increased by $4,642 to $28,518 for the fiscal year 
ended December 31,1998. The reason for the increase is due to the increase in 
notes payable to cover operating expenses.
     The net loss for the year 1998 after taking into account an 
extraordinary gain of $50,185 due to partial forgiveness of outstanding 
payable by one of the Company's vendors was $300,129, or $0.030 per share net 
loss based on 10,007,898 average shares outstanding, as compared to an 
adjusted net loss of $255,444, or $0.032 per share net loss based on  
8,034,688 average shares outstanding in 1997. 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 $291,718 for the year 
ended December 31, 1998, compared to $94,000 for the year ended December 31, 
1997. Net proceeds of $165,000 was raised through private placement of common 
stock and $126,718 from borrowing in 1998 compared to net proceeds of $44,000 
raised through private placement of common stock and $50,000 from borrowing 
in 1997. The Company had expected a loan in the amount of $250,000 from MAS 
Financial and has been requested by MAS Financial to issue it 450,000 shares 
of common stock. Through December 31, 1998 the Company has received $50,000 
from the MAS Financial transactions and is of the position that shares will 
be issued on a pro rata basis.    

     The Company has no material commitments for capital expenditures during 
the next twelve months and believes that its current cash and working capital 
position and future income from operations indicate that sufficient 
additional funds will be required to meet its cash and working capital needs 
for the twelve months.
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        SLOAN ELECTRONICS, INC.

<TABLE>
<CAPTION>
        CONTENTS                               PAGE
<C>                                             <S>
FINANCIAL STATEMENTS

 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS        F1

 STATEMENTS OF FINANCIAL CONDITION               F2

 STATEMENTS OF OPERATIONS                        F3

 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY    F4

 STATEMENTS OF CASH FLOWS                        F5

NOTES TO FINANCIAL STATEMENTS                    F6

</TABLE> 

<PAGE>







February 24, 1999



BOARD OF DIRECTORS
Sloan Electronics, Inc.
Sarasota, Florida


        REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have audited the accompanying statement of financial condition of Sloan 
Electronics, Inc., as of December 31, 1998, and the related statements of 
operations, changes in stockholders' equity, and cash flows for the year then 
ended.  These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.  The financial statements of Sloan 
Electronics, Inc. as of December 31, 1997, were audited by other auditors 
whose report dated March 20, 1998, expressed an unqualified opinion on those 
statements.  

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the 
Corporation will continue as a going concern.  As discussed in Note O to the 
financial statements, the Corporation has suffered recurring losses from 
operations and has a net capital deficiency that raises substantial doubt 
about its ability to continue as a going concern.  Management's plans in 
regard to these matters are also described in Note O.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.


Bobbitt, Pittenger & Company, P.A.


Certified Public Accountants

F1

<PAGE>

                     SLOAN ELECTRONICS, INC.
                STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                              December 31,       
                                             1998       1997

ASSETS
<C>                                     <S>          <S>  
Cash                                $     19,792    $    3,936
Accounts receivable - net                 12,126        89,732
Inventory                                 27,171        10,151
Prepaid insurance                         26,422                   
Deferred syndication costs               100,000       
                                        --------      --------
TOTAL CURRENT ASSETS                     185,511       103,819

EQUIPMENT - NET                            1,892         1,887
                                        ---------     ---------
                                         187,403       105,706
                                        ________       ________

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable                      $   79,736      $ 124,586
Accrued expenses                         117,442         21,530
Accrued interest                           8,650          5,950
Accrued interest - related party          41,189         17,926        
Notes payable                             41,718         15,000
Notes payable to related parties         210,000        160,000
                                         -------        -------           
TOTAL CURRENT LIABILITIES                498,735        344,992

STOCKHOLDERS' EQUITY
Common stock-authorized 80,000,000 shares;
par value $.001; issued and outstanding,
10,635,249 and 9,189,699 shares in 1998 
and 1997, respectively                    10,635          9,189
Additional paid-in capital               603,134        376,497
Due from officer                         (33,565)       (33,565)
Accumulated deficit                     (891,536)      (591,407)
                                        ----------     ----------  
TOTAL STOCKHOLDERS' EQUITY              (311,332)      (239,286)
                                        ---------      ---------
                                       $ 187,403       $ 105,706
                                       =========       ========= 




</TABLE>

 The accompanying notes are an integral part of these financial statements.
F2
<PAGE>
                         SLOAN ELECTRONICS, INC.

                        STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>        
                                        Year Ended December 31,
                                           1998            1997

<C>                                   <S>              <S>     
SALES                                 $   84,659       $ 332,677
COST OF SALES                             67,959         261,412
                                         -------         -------    
GROSS PROFIT                              16,700          71,265

EXPENSES
Selling                                    1,277          31,921
General and administrative               337,219         270,912
Interest                                  28,518          23,876
                                         -------         ------- 
                                         367,014         326,709
                                         -------         ------- 
OPERATING LOSS BEFORE INCOME    
 TAXES AND EXTRAORDINARY GAIN           (350,314)       (255,444)

INCOME TAXES                                                             

LOSS BEFORE EXTRAORDINARY GAIN          (350,314)       (255,444)

EXTRAORDINARY GAIN                        50,185                     

NET LOSS                               $(300,129)      $(255,444)
                                       ==========      ==========

NET LOSS PER SHARE                  $    (0.030)          (0.032)     


</TABLE>











 The accompanying notes are an integral part of these financial statements.
F3
<PAGE>


                        SLOAN ELECTRONICS, INC.

        STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                             Additional  
                    Common     Paid-in  Due from   Accumulated
                    Stock      Capital  Officer     Deficit         Total
<C>                <S>        <S>       <S>         <S>         <S>        
BALANCE,
January 1, 1997    $234,792   $165,942   $          $(335,961)   $   64,773

Issuance of 
common stock         44,000                                          44,000

Due from officer                          (33,565)                  (33,565)

Net loss                                             (227,370)     (227,370)
                    --------   --------   --------   ---------    ----------  
BALANCE,
December 31, 1997   278,792    165,942    (33,565)   (563,331)     (152,162)

Prior period 
adjustments        (269,603)   210,555                (28,076)      (87,124)

RESTATED BALANCE,
December 31, 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)
                   ========   ========    =========  ==========   ========== 


</TABLE>





  The accompanying notes are an integral part of these financial statements
F4
<PAGE>

                         SLOAN ELECTRONICS, INC.
                        STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>         
                                                 Year Ended December 31,  
                                                 1998               1997

CASH FLOWS FROM OPERATING ACTIVITIES
<C>                                              <S>             <S>  
Net loss                                         $(300,129)      $(255,444)

Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation                                           898             747
Forgiveness of accounts payable                    (50,185)        
Stock issued for services                           11,000  
Stock issued for accrued interest                    2,083   
(Increase) decrease in operating assets:
Accounts receivable- net                            77,606         (79,321)
Inventory                                          (17,020)         16,014
Deposits                                                             1,700
Other assets                                                        54,841
Prepaid insurance                                  (26,422)        
Deferred syndication costs                        (100,000)
Increase (decrease) in operating liabilities:
Accounts payable                                     5,335         117,144
     Accrued expenses                               95,912          21,341
Accrued interest- related parties                   25,963          11,090
Customer deposits                                                   (2,400)
                                                   -------         --------  
NET CASH USED IN OPERATING ACTIVITIES             (274,959)       (114,288)
                                                   -------         --------                 
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of equipment                                 (903)         (1,584)
                                                   --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans                                126,718          50,000
Proceeds from sale of common stock                 165,000          44,000     
                                                   -------          -------
NET CASH PROVIDED BY FINANCING ACTIVITIES          291,718          94,000
                                                   -------          -------
NET INCREASE (DECREASE) IN CASH                     15,856         (21,872)

CASH, at beginning of year                           3,936          25,808
                                                   -------          ------
CASH, at end of year                            $   19,792      $    3,936
                                                ==========      ========== 
SUPPLEMENTAL DISCLOSURES:
Interest paid                                  $     1,545     $     4,522
                                               ===========      ==========
Non cash financing activity - note payable
of $50,000 and accrued interest of
$2,083 converted to 110,000 shares of
common stock
</TABLE>
F5  The accompanying notes are an integral part of these financial statements
 <PAGE>
                    SLOAN ELECTRONICS, INC.
                NOTES TO FINANCIAL STATEMENTS
                 YEAR ENDED DECEMBER 31, 1998 

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Sloan Electronics, Inc. (the "Company") was incorporated in the state of 
Florida in July, 1993.  The Company designs, manufactures and markets 
electronics monitoring equipment primarily for the criminal justice industry 
and the long-term health care industry.

On November 18, 1997, an agreement of merger between MAS Acquisition I Corp., 
a Delaware corporation, incorporated July, 1996, and Sloan Electronics, Inc., 
a Florida corporation, was made and entered into.  The two corporations 
merged into a single corporation, in which the Florida corporation ceased to 
exist, however the name of Sloan Electronics, Inc. remains.
  
Use of Estimates
The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.

Equipment
Equipment is recorded at cost.  The equipment is depreciated over its 
estimated useful life, using the straight-line method of accounting.

Earnings per Share
Basic earnings per share (EPS) is computed by dividing income available to 
common shareholder by the weighted-average number of common shares 
outstanding for the year.  Diluted EPS reflects the potential dilution that 
could occur if dilutive securities and other contracts to issue common stock 
were exercised or converted into common stock or resulted in the issuance of 
common stock that then shared in the earnings of the Company.

Statements of Cash Flows
For purposes of reporting cash flows, the Company considers cash and cash 
equivalents as those amounts which are not subject to restrictions or 
penalties and have an original maturity of three months or less.

Reclassifications
Certain reclassifications have been made to the 1997 financial statements to 
conform with the 1998 financial statement presentation

Deferred Syndication Costs
Deferred syndication costs represent legal and professional fees related to 
the registration of a new issue of common stock, when the common stock is 
issued these costs will affect the proceeds received in stockholders' equity.


  F6
 <PAGE>
                           SLOAN ELECTRONICS, INC.
                         NOTES TO FINANCIAL STATEMENTS

NOTE B - ACCOUNTS RECEIVABLE - NET
Accounts receivable at December 31, is as follows:
<TABLE>
<C>                                           <S>             <S>
                                                1998            1997

Accounts receivable                           $18,706         $89,732
Less: allowance                                (6,580)                   
                                              --------        --------
                                              $12,126         $89,732
                                              ========        ========
</TABLE>
NOTE C - EQUIPMENT - NET

A summary of equipment follows at December 31:
<TABLE>
<CAPTION> 
                                               1998           1997
<C>                                         <S>              <S>
Equipment                                   $ 4,638          $ 3,735
Less accumulated depreciation                (2,746)          (1,848)
                                             -------         --------
                                            $ 1,892          $ 1,887
</TABLE>

NOTE D - NOTES PAYABLE AND NOTES PAYABLE
         TO RELATED PARTIES
<TABLE>
<CAPTION>
                                                       December 31   
                                                    1998           1997
<C>                                                 <S>            <S>
Note payable to an insurance company with 8%        $26,718        $
annual interest rate, 10 monthly payments of 
$2,770.76 beginning January 22, 1999.

Note payable to an individual, 15% annual interest   15,000       15,000 
rate, payable on demand.                             ------       ------

NOTES PAYABLE                                        41,718       15,000
                                                      =====        =====
Note payable to a stockholder, 20% annual interest          
rate, maturity date of March 1, 1996.                10,000       10,000

Note payable to a stockholder, 18% compounded
interest rate, payable on demand.                   100,000      100.000

Note payable to a stockholder, 5% annual rate, 
maturity date of February 16, 199                                 50,000 

Note payable to a stockholder, 5% annual interest
rate, maturity date of December 16, 1998.           40.000 

Note payable to a stockholder, 10% annual interest 
rate, maturity date of October 22, 1999.            20,000

Note payable to a stockholder, 10% annual           30,000
interest rate, maturity date December 7, 1999.

Note payable to the Company President, 10% 
annual interest rate, maturity date of 
October 7, 1999.                                    10,000
                                                   --------     --------
NOTES PAYABLE TO RELATED PARTIES                  $210,000      $160,000
                                                   =======       =======
</TABLE>
<PAGE>
The Company has not repaid loans whose maturity dates have passed since no 
funds were available.  Interest continues to accrue under the same terms.  In 
January 1999, the Company borrowed an additional $20,000 at 10% interest with 
a maturity date of January 2000 from a stockholder.

NOTE E - INCOME TAXES
At December 31, 1998, the Company has a net operating loss carryforward of 
approximately $554,000 that will be available to offset future taxable income 
through 2013.  Based on historical operations, management has elected to 
record a valuation allowance equal to the deferred tax asset of $204,910, 
calculated using an effective income tax rate of 37% for the Company.  The 
Company has no significant differences between book and taxable income.


NOTE F - NET LOSS PER SHARE
The following sets forth the computation of basic and diluted earnings per 
share:
<TABLE>
<CAPTION>       
                                                   1998        1997
<C>                                            <S>          <S>
Numerator               
Operating loss                            $    (350,314) $  (255,444)
Extraordinary gain from forgiveness of
account payable                                  50,185                   
                                                -------
Net loss                                  $    (300,129) $  (255,444)
                                          ==============  ============

Dennominator
Denominator for basic earnings per share -
weighted average shares                     10,007,908     8,034,688

Net loss per share - basic      
Operating loss                          $       (.035)  $     (.032)
                                        ==============  ============
Extraordinary gain from forgiveness of
account payable                         $        .005   $                 
                                        ===============
Net loss - per common share - basic     $       (.030)  $     (.032)
                                        =============== ============
</TABLE>

NOTE G - STOCK-BASED COMPENSATION
In 1998, the Company established a stock option plan ("the Plan") to provide 
a means whereby selected employees, officers, directors, agents, consultants 
and independent contractors of the Company may be granted incentive stock 
options and/or non-qualified stock options to purchase common stock of the 
Company.
<PAGE>
The Plan requires the exercise price shall not be less than the fair market 
value per share of the common stock at the time the option is granted with 
respect to incentive stock options and not less than 85% of the fair market 
value per share of the common stock at the time the option is granted with 
respect to non-qualified stock options.  Incentive stock options to employees 
who own more than 10% of the total combined voting power of all classes of 
stock require that the exercise price shall not be less than 110% of the fair 
market value of the common stock at the time the incentive stock option is 
granted.

The term of each incentive and non-qualified stock option is established by 
the plan administrator but may not exceed ten years.  Incentive stock options 
to employees who own more than 10% of the total combined voting power of all 
classes of stock of the Company may not exceed five years.

Non-qualified stock options granted under the Plan in 1998 include 50,000 
shares, with an exercise price of $.25 and an expiration date of May 8, 2008
and 40,000 shares with an exercise price of $.32 and an expiration date of
May 15, 2003.

The Company accounts for stock-based compensation using the intrinsic value 
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting 
for Stock Issued to Employees," under which no compensation cost for stock 
options is recognized for stock option awards granted at or above fair market 
value.  Had compensation expense for the Company's stock-based compensation 
plan been determined based upon fair values at the grant date for awards 
under those plans in accordance with SFAS No. 123, "Accounting for Stock-
Based Compensation," the Company's net earnings and earnings per share would 
have been reduced to the pro forma amounts indicated below.  Additional stock 
option awards are anticipated in future years.

F9
<PAGE>
                       SLOAN ELECTRONICS, INC.
                   NOTES TO FINANCIAL STATEMENTS

NOTE G - STOCK-BASED COMPENSATION (CONTINUED)
<TABLE>
<CAPTION>
                                          1998           1997
<C>                                      <S>             <S>
Net earnings                             $               $              
As reported                              (300,129)       (255,444)
Pro forma                                (317,187)
Earnings per share
As reported                                 (.030)          (.032)
Pro forma                                   (.032)

</TABLE>
The minimum fair value of options granted during 1998 estimated on the date 
of grant was $0.19 per share.  The fair value of options granted is estimated 
on the date of grant using the following assumptions:  risk-free interest 
rate of 5.5% and an expected life of 5 and 10 years.

NOTE H - RELATED PARTY TRANSACTIONS
The Company rents space from the President under a month to month lease, for 
$1,000 per month.  Rent expense related to this lease which began in June 
1998 is $7,000.  The Company paid $18,000 during the year ended December 31, 
1998 to an officer as an office stipend.  (See Notes D, J, and L)

NOTE I - PRIOR PERIOD ADJUSTMENTS
Certain errors, resulting in the understatement of the reported net loss in 
the Company's previously issued 1997 financial statements, have been 
corrected in the current year.  This resulted in the following changes to 
retained earnings as of December 31, 1997 and the related 1997 statement of 
operations:
<TABLE>
<CAPTION>
                                                Accumulated    
                                                Deficit            Net Loss
<C>                                             <S>             <S>
As previously reported, December 31, 1997        $(563,331)     $(227,370)

Adjustments:    

Writeoff research and development costs in
accordance with Financial Accounting
Standards Board Standard No. 2, "Accounting for
Research and Development Costs"                    (49,735)        (49,735)

Correction of accrued interest  12,508  12,508  
Reverse amortization expense on initial public 
offering costs, reclassed to stockholders equity    17,715          17,715

Correction for shares not issued during merger          (2)             (2)

Writeoff of prepaid advertising costs not related 
to current products                                 (8,562)         (8,562)
                                                   --------      ----------
                                                 $(591,407)      $(255,446)
                                                 ==========      ==========
</TABLE>
F10
<PAGE>
                        SLOAN ELECTRONICS, INC.
                   NOTES TO FINANCIAL STATEMENTS

NOTE I - PRIOR PERIOD ADJUSTMENTS (CONTINUED)
Other errors, not resulting in any changes to the reported net loss in the 
Company's previously issued 1997 financial statements resulted in a reclass 
of $269,063, out of common stock and into additional paid-in capital, to 
adjust common stock to the par value of the outstanding shares.

NOTE J - EXTRAORDINARY GAIN
In December 1998, one of the Company's vendors, who also is a shareholder, 
agreed to forgive one-half of the outstanding payable to the vendor.  The 
total payable was $100,370, the balance forgiven was $50,185.  In accordance 
with Statement of Financial Accounting Standards No. 4, "Reporting Gains and 
Losses from Extinguishment of Debt" this material debt extinguishment gain 
has been reported as an extraordinary item

NOTE K - FAIR VALUE OF FINANCIAL INSTRUMENTS IN ACCORDANCE WITH THE
                           REQUIREMENTS OF SFAS NO. 107
The Company's financial instruments consist of all of its assets and 
liabilities.  The Company's management has determined that the fair value of 
all of its financial instruments is equivalent to the carrying cost.

NOTE L - COMMON STOCK TRANSACTIONS
In 1997, the Company issued 361,500 shares for $36,000 prior to the merger 
with MAS Acquisition I Corp.  These shares were converted at the merger date 
at a rate of 2.31 to 1, resulting in 835,065 shares.  After the merger an 
additional 46,200 shares were issued for $8,000.

In February 1998, the Company sold 225,000 shares to an investor for $65,000.

In May 1998, the Company issued 110,000 shares for services.  These services 
were valued at $11,000.  The proceeds were raised by an investment firm and 
were used to pay the investment firm and their related entities for 
investment banking services and expenses associated with a pending stock 
registration statement and for on going investment banking services. 

In June 1998, the Company issued 110,000 shares in the conversion of a note 
payable of $50,000 plus accrued interest of $2,083 to common stock.

During the year 1,000,000 shares were sold through a private placement at 
$0.10 per share, for a total of $100,000.  The proceeds were raised by an 
investment firm and were used to pay the investment firm and their related 
entities for investment banking services and expenses associated with a 
pending stock registration statement and for on going investment banking 
services. 

NOTE M - COMMITMENTS AND CONTINGENCIES
The Company provides a limited warranty on its products.  The warranty covers 
all defects in materials or workmanship in the product for one year from the 
date of purchase.  The Company will repair or replace units covered by this 
warranty without change to the consumer for labor or materials.  No amounts 
have been accrued in the financial statements as the company does not believe 
that any warranty claims would be material.

F11
<PAGE>
                   SLOAN ELECTRONICS, INC.
                NOTES TO FINANCIAL STATEMENTS


NOTE M - COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company has a general liability insurance policy that provides coverage 
for liability claims arising out of the products it sells.  The Company has 
not been the subject of any material product claim.  The sale of the 
Company's products entails the risk of product liability claims.  In 
addition, many of the companies with which the Company does or may do 
business may require financial assurances of product reliability.  The 
Company has product liability insurance, but may be required to pay higher 
premiums associated with new product development.  Product liability 
insurance is expensive and there can be no issuance that additional insurance 
will be available on acceptable terms, if at all, or that it will provide 
adequate coverage against potential liabilities.

The Company has retained an independent contractor as Vice President of 
sales.  The agreement calls for a one time signing bonus of 50,000 shares of 
common stock of the Company, contingent upon satisfactory completion of at 
least one year of service.  The stock will be subject to Securities and 
Exchange Commission "Rule 144" restrictions.

NOTE N - DEPENDENCE ON THIRD PARTY CONTRACT MANUFACTURER
The Company subcontracts the manufacturing of all its products to one 
contractor.  The Company has an understanding but no agreement with the 
contractor to manufacture its products.  Although to date the contractor has 
been able to manufacturer the Company's products on timely basis, there is no 
assurance that future manufacturing by the contractor will not be delayed or 
interrupted due to shortage in components or manufacturing capacity.  The 
Company believes that there are alternative contract manufacturers that could 
produce the Company's products, but is not pursuing agreements or 
understandings with alternative sources.  The inability of the Company to 
develop alternative manufacturers, if required in the future, could have a 
material adverse effect on the Company's results of operations.

NOTE O - GOING CONCERN
As shown in the accompanying financial statements, the Company incurred a net 
loss of $300,129 during the year ended December 31, 1998, and as of that 
date, the Company's current liabilities exceeded its current assets by 
approximately $311,000.  The ability of the Company to continue as a going 
concern is dependent on obtaining additional capital and financing and 
operating at a profitable level.  The financial statements do not include any 
adjustments that might be necessary if the Company is unable to continue as a 
going concern.


F12
<PAGE>
ITEM 8: Changes in Accountants

     The firm of S. M. Ward and Company ("Ward") audited the financial 
statements of the Company for the fiscal years ended Dec. 31, 1995 through 
Dec. 31, 1997.  On April 6, 1998 the Board of Directors of the Company 
determined not to appoint Ward to audit the financial statements of the 
Company for the fiscal year ended Dec. 31, 1998.  On April 6, 1998, pursuant 
to a vote of the Board of Directors, the firm of Bobbitt, Pittenger and 
Company PA was selected to audit the financial statements of the Company for 
the year ended Dec. 31, 1998.

     The report of Ward on the Company's financial statements for the 
previous years did not contain an adverse opinion or a disclaimer of opinion, 
and was not qualified or modified as to uncertainty, audit scope, or 
accounting principles.  During the entire period of the engagement of Ward, 
through Dec. 31, 1997, there had been no disagreement on any matter of 
accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure, which disagreement, if not resolved to Ward's 
satisfaction, would have caused Ward to make reference in connection with its 
reports to the subject matter of the disagreement.

     During the two most recent fiscal years and any subsequent interim 
period through the date of such resignation, declination to stand for 
reelection or dismissal there have been no disagreements or "reportable 
events" with S. M. Ward Company.
     
     The Company filed a form 8-K/A on April 21, 1998 which is incorporated 
herein by reference.
<PAGE>
                         PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
                DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
 The following persons are the Directors and executive officers of the
Company:
<S>              <C>        <C>
Name              Age       Position
-----             ---       --------
Larry Provost     50        Chairman of the Board of Directors,
                            Secretary,Treasurer and Chief Financial
                            Officer.

Paul A. Sloan     40        President, Chief Executive Officer and 
                            Director 
Michael Solomon   54        Senior Vice President and Director.Lester H. Cohen   53        Vice President - Marketing and Director.

Donald Grimes     53        Vice President - Sales
James Vondra      58        Director
</TABLE>
Mr. Larry Provost became Chairman, Secretary and Chief Financial Officer of 
the Company since the merger on December 5, 1997. Mr. Provost is presently 
President of Production Talent, Inc., a film and video production company, 
and President of Vidco, Inc., an equipment leasing company. Mr. Provost 
graduated with a B.A. degree in Psychology from New York University in 1970. 
Mr. Provost has 25 years of experience in equipment leasing.

Mr. Paul A. Sloan became President, Chief Executive Officer and a Director of 
the Company since the merger on December 5, 1997. Mr. Sloan co-founded Vorec 
Corporation in 1986 and served as design team leader. 

Mr. Michael Solomon became Senior Vice President and a Director of the 
Company since the merger on December 5, 1997. Mr. Solomon has worked at the 
New York City Police Department for 15 years. Mr. Solomon founded Pro-Tech 
Security Systems, a company which installs and services residential and 
commercial security systems, after retirement from the New York City Police 
Department. Mr. Solomon holds a Master's Degree in Criminal Justice 
Administration from New York Institute of Technology.

Mr. Donald Grimes became Vice President of Sales in November of 1998. He 
brings to the Company twelve years of experience in marketing electronic 
supervision equipment to the corrections industry. He sits on the advisory 
board of the Journal for Offender Monitoring.

Mr. Lester H. Cohen became Vice President - Marketing and a Director of the 
Company since the merger on December 5, 1997. Mr. Cohen served as New York 
State Division of Probation Training Administrator, Chief of Planning Policy 
and Program Development for the same department and as a Line Probation 
Officer in the Steuben County Probation Department.Mr. Cohen received a 
Master's Degree in Social Work from Adelphi University, School of Social 
Work.

Mr. James Vondra became a Director of the Company since the merger on 
December 5, 1997.   He received a BA in Business Administration in 1963 from 
North Texas State University. He has 29 years experience in data processing 
and system programming, specializing in on-line transaction processing 
systems. He has experience within the aerospace, manufacturing, financial, 
and oil and gas business sectors.
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION> 
Name and Principle                                 All Other
Position                 Year        Salary      Compensation    
-------------------      ----        ------      ------------
<C>                      <S>         <S>         <S>

Larry Provost            1998        $52,000(3)  $18,000(1) 20,000(4)
Chairman, Secretary      1997        $18,000        196,350 (2)
Treasurer and Chief      1996        $12,000
Financial Officer 

Paul Sloan               1998        $60,000(5)    20,000(4)
President, Chief         1997        $60,000(6)
Executive Officer        1996        $53,500
and Director

Lester Cohen             1998                      10,000(4)  
VP Marketing, 
Director

Michael Solomon          1998                      10,000(4)
Senior VP
Director

Donald Grimes            1998        $6,153 (7)    50,000(8)
VP Sales

Jim Vondra               1998                      10,000(4)
Director
</TABLE>
(1) Mr. Provost received a $18,000 stipend to cover the costs of 
    maintaining an office.
(2) Mr. Provost received an aggregate of 196,350 shares as part of
    total compensation during fiscal year 1997.
(3) Mr. Provost received $0 as of December 31, 1998. This amount is          
    accrued and payable by the Company
(4) Shares in stock option plan (unexercised)
(5) Mr. Sloan has received $25,000 as of December 31, 1998. The balance
    of $35,000 is accrued and payable by the Company.
(6) Mr. Sloan has received $40,000 as of December 31, 1997. The balance
    of $20,000 is accrued and payable by the Company.
(7) This represents one month's salary.
(8) Mr. Grimes will receive 50,000 shares as a signing bonus contingent 
    upon one year's service. 

    In addition, the Company may award stock options to key employees, 
members of management, directors and consultants under stock option programs 
as bonuses based on service and performance.

<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Principle Stockholders

The following table sets forth certain information as of December 31, 1998 
regarding the beneficial ownership of the Company's Common Stock by (i)each 
stockholder known by the Company to be the beneficial owner of more than 5% 
of the Company's Common Stock, (ii) by each Director and executive officer of 
the Company and (iii) by all executive officer and Directors of the Company 
as a group. Each of the persons named in the table has sole voting and 
investment power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address              Number of Shares
of Beneficial Owner          Beneficially Owned      Percent of Class
--------------------         ------------------      ----------------
<C>                         <S>                        <S>
Larry Provost                1,300,992(2)               12.14%
Chairman, Secretary
and Chief Financial Officer

Paul Sloan                   3,132,535(2)               29.23%
President, Director

Lester Cohen (1)               598,763(3)                5.58%
Director, 
Vice President - Marketing

Margery Cohen Trust            588,763                   5.49%   

Michael Solomon                298,626(3)                2.78%              
Director,
Senior Vice President

James Vondra                   424,758(3)                3.96%
Director

Donald Grimes                        0(4)                0.00% 
VP Sales

Gregory Tuai                   703,234(3)                6.56%

John Rothrock                  693,234                   6.46%

Walter & Marie Eckman Trust    609,093                   5.68%

All Directors & Officers     5,755,674                  53.71%
as a group (5 persons)

</TABLE> 

(1) Mr. Lester Cohen is the husband of Mrs. Margery Cohen.
(2) Includes stock options (unexercised) for 20,000 common shares.
(3) Includes stock options (unexercised) for 10,000 common shares
(4) Mr. Grimes will receive 50,000 common shares as a bonus after one
    year service to the company (Dec 1999).

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)
Mr. Greg Tuai, a 5% or greater shareholder, provided outside services to the 
company as a design engineer, product developer and consultant through his 
company Discovery Consulting. In 1998 Discovery Consulting invoiced $75,000 
for services and received payment of $18,750 for services. The balance due 
Discovery Consulting was $100,370 in December of 1998. In December of 1998 
Discovery Consulting agreed to forgive $50,185 of this amount.

Mr. Sloan provided office and work space to the Company in owned properties 
at 2527 Montery St, Sarasota FL and 4266 Higel Avenue, Sarasota FL during 
1998. The total amount paid was $11, 513. 

(d) 
The company engaged two consultants in 1998. MAS Financial Corp. received 
100,000 shares of common stock plus a fee of $42,500 to be paid upon 
completion of a stock offering as of yet not completed. Market Surveys 
International, Inc. received 15,000 shares of common stock in 1998 for 
consulting and placing advertisements in Market Pulse Journal. The agreement 
with Market Pulse was subsequently cancelled. The consulting agreements are 
included as Exhibits EX-99.1 and EX-99.2.  




                        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.

     Form 8-K/A filed on January 5, 1998.
     Form 8-K/A filed on March 19, 1998.
     Form 8-K/A filed on April 21, 1998
     Form 8-K filed on December 23, 1998.

(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)(i)      Articles of Incorporation as filed with the Form
            10-SB Registration Statement on September 4, 1996.
<PAGE>
(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
 
(16) Letter on change in certifying accountant as filed with the
            form 8-K/A April 21, 1998

(22) Published report regarding matters submitted to vote as
            filed with DEF-14A on April 10, 1998

(23) Consent letter of Bobbitt Pittenger & Co. PA, auditors.

(27)        Financial data schedule for electronic filing.
 
(99.1)      Consulting Agreement with MAS Financial Corp.

(99.2)      Consulting Agreement with Market Surveys 
            International, Inc. 

SUBSEQUENT SIGNIFICANT EVENTS

Subsequent to the year end, the Company signed a letter of intent to acquire 
an internet distance learning company and agreed to alter its business and to 
focus a division on expansion into the online education industry.  The 
Company hopes this division will provide a major source of corporate revenues 
provided all intended acquisitions close. However, management cautions that 
although it believes the Company's internet based business strategy has a 
promising future, there can be a negative effect on short-term profits along 
with the increased risk of volatile stock price fluctuations. 

<PAGE>


                          SIGNATURES         
Pursuant to the requirements of Section 13 or 15(d) of the 
Securities and Exchange Act of 1934, the Registrant has duly caused this 
report to be signed on its behalf by the undersigned, thereunto duly 
authorized.



                           Sloan Electronics, Inc. 

                           By:  /s/ Paul Sloan
                               ----------------------------------
                               Paul Sloan
                               President, Chief Executive Officer
                               and Director

                               Date: March 19, 1999

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Annual Report on 
Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly 
authorized.


By:  /s/Larry Provost                            March 25, 1999
    --------------------------------------
    Chairman of the Board of Directors,
    Secretary and Chief Financial Officer

By:  /s/ Paul Sloan                              March 19, 1999
    --------------------------------------
    President, Chief Executive Officer 
    and Director.

By:  /s/Mike Solomon                             March 19, 1999
    --------------------------------------
    Senior Vice President and Director.

By:  /s/Lester Cohen                             March 21, 1999
    --------------------------------------
    Vice President - Marketing and 
    Director.

By: /s/James Vondra                              March 22, 1999
    --------------------------------------
    Director