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 - June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-28772
SLOAN ELECTRONICS, INC.
(Name of Small Business Issuer in its charter)
Delaware 35-1990559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1715 Stickney Pt. Rd., Sarasota, Florida 34231
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 349-6583
Sloan Electronics, Inc., 2527 Monterey St., Sarasota FL 34231
(Former name, former address and former fiscal year if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. YES [x] NO [ ]
As of June 30, 1998, the Registrant has outstanding 10,635,249
shares of Common Stock, $.001 par value.
Documents Incorporated by Reference
1. Form 10-KSB/A, filed with the Securities and Exchange
Commission on April 7, 1998
2. Form DEF-14A, filed with the Securities and Exchange
Commission on April 10, 1998.
3. Form 8-K/A, filed with the Securities and Exchange
Commission on April 20, 1998.
4. Form 10-QSB, filed with the Securities and Exchange
Commission on May 14, 1998.
<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 June 30, 1998
<TABLE>
<CAPTION>
INDEX
page number
PART I Financial Information
<S> <C>
Item 1. Financial Statements
Accountants' Compilation Report 2
Balance Sheets 3
Statements Of Operations 5
Statement Of Changes In Stockholders' Equity 6
Statements Of Cash Flows 7
Item 2. Management's discussion and analysis of
financial conditions and results of operations. 8
Part II. Other Information
</TABLE>
<PAGE>
July 5, 1998
TO THE BOARD OF DIRECTORS
Sloan Electronics, Inc.
Sarasota, Florida
We have compiled the accompanying balance sheets of Sloan Electronics,
Inc., as of June 30, 1998 and December 31, 1997, the related
statement of changes in stockholders' equity for the periods then
ended, and the statements of operations for the three and six
month periods ended June 30, 1998 and 1997, and cash flows for the
six month period ended June 30, 1998 and 1997, in accordance with
Statements on Standards for Accounting and Review Services issued by
the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We
have not audited or reviewed the accompanying financial statements
and, accordingly, do not express an opinion or any other form of
assurance on them.
Management has elected to omit substantially all of the disclosures
required by generally accepted accounting principles. If the omitted
disclosures were included in the financial statements, they might
influence the user's conclusions about the Company's financial
position, results of operations, and cash flows. Accordingly, these
financial statements are not designed for those who are not informed
about such matters.
Bobbitt, Pittenger & Company, P.A.
Certified Public Accountants
<PAGE>
Part I Financial Information
Item 1. Financial Statements
SLOAN ELECTRONICS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, Dec. 31
1998 1997
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $31,487 $ 3,936
Accounts receivable 16,766 89,732
Inventory 25,659 10,151
Due from officer 33,565 33,565
_______ ________
TOTAL CURRENT ASSETS 107,477 137,384
PROPERTY AND EQUIPMENT
Computer equipment 4,638 3,735
Less accumulated depreciation (2,312) (1,848)
________ _______
2,326 1,887
OTHER ASSETS AND INTANGIBLES
Research and development, (less accumulated
amortization of $28,420 and $21,315) 42,630 49,735
Deferred offering costs, (less of $28,513
and accumulated amortization of $21,385) 42,769 49,897
_______ ______
85,399 99,632
$195,202 $ 238,903
========= =========
</TABLE>
See accountants' compilation report.
<PAGE>
<TABLE>
<CAPTION>
June 30, Dec.31,
1998 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 92,813 $ 124,586
Accrued expenses 21,530 21,530
_________ _______
TOTAL CURRENT LIABILITIES 114,343 146,116
Interest payable 47,901 36,384
Due to stockholders 150,000 160,000
Due to other 15,000 15,000
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
20,000,000 shares authorized
none issued or outstanding
Common stock, $.001 par value,
80,000,000 shares authorized,
10,635,249 shares issued and 280,240 278,792
outstanding, or subscribed
Paid-in capital 392,577 165,942
Stock subscriptions receivable (60,000)
Retained earnings (deficit) (744,859) (563,331)
________ _______
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (132,042) (118,597)
________ _______
TOTAL LIABILITIES & STOCKHOLDERS' $ 195,202 $ 238,903
EQUITY (DEFICIT) ========== =========
</TABLE>
<PAGE>
SLOAN ELECTRONICS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
6 months 3 months 6 months 3 months
ended ended ended ended
June 30, 1998 June 30, 1997
<S> <C> <C> <C> <C>
REVENUE $ 37,886 $ 24,032 $ 42,125 $ 14,393
COST OF GOODS 19,924 15,078 35,961 19,843
SOLD ______ ______ ______ ______
GROSS PROFIT 17,962 8,954 6,164 (5,450)
EXPENSES
Selling 970 903 12,810 6,917
General and 198,520 111,711 129,936 76,938
administrative ________ ________ _______ ________ 86,412 67,391
199,490 112,614 142,746 83,855
NET LOSS (181,528) (103,660) (136,582) (89,305)
========== ========== ========= ========
NET LOSS PER
COMMON SHARE $(.019) $(.010) $(.042) $(.028)
</TABLE>
See accountants' compilation report.
<PAGE>
SLOAN ELECTRONICS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Stock
Common Stock Paid-in Subscriptions Retained
Shares Amount Capital Receivable Earnings Total
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
Dec 31, 1997 9,187,389 $278,792 $165,942 $(563,331) $(118,597)
prior period
adjustment 2,310 2 (2)
Restated
Balance _________ ________ _________ _________ _________ ___________
Dec 31, 1998 9,189,699 278,794 165,940 (563,331) (118,597)
SALE OF COMMON
STOCK 225,000 225 64,775 65,000
Stock issued
for services 110,550 111 10,889 11,000
Stock subscribed
in connection with
a private placement
offering 1,000,000 1,000 99,000 (60,000) 40,000
Stock issued upon
conversion of
note payable 110,000 110 51,973 52,083
NET LOSS (181,528) (181,528)
________ _______ ________ ________ _________ ________
BALANCE,
June 30, 1998 10,635,249 $280,240 $392,577 $(60,000) $(744,859) $(132,042)
1998
</TABLE>
See accountants' compilation report.
<PAGE>
SLOAN ELECTRONICS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
<TABLE>
<CAPTION>
June 30,
1998 1997
CASH FLOWS USED BY OPERATING ACTIVITIES
<S> <C> <C>
NET LOSS $(181,528) $(136,582)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED BY OPERATING ACTIVITIES
Depreciation and amortization 14,697 7,462
Noncash disbursements 11,000
Decrease in accounts receivable 72,966 2,341
Decrease in inventory 13,365
(Decrease) increase in accounts
payable and accrued expenses (31,773) 60,353
Increase in interest payable 13,600 7,829
Increase in inventory (15,508)
_______ ________
NET CASH USED BY OPERATING ACTIVITIES (116,546) (45,232)
_________ ________
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of property and equipment (903)
_______
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 105,000 20,000
Borrowing from an individual 40,000
_______ ________
NET CASH PROVIDED BY FINANCING ACTIVITIES 145,000 20,000
_______ _________
NET INCREASE IN CASH AND CASH EQUIVALENTS 27,551 (25,232)
CASH AND CASH EQUIVALENTS,
beginning of period 3,936 25,867
CASH AND CASH EQUIVALENTS,
end of period $ 31,487 $ 635
======== ======
SUPPLEMENTAL DISCLOSURE:
Non cash financing activities:
Issuance of common stock for services $ 11,000 $ 8,500
========= =======
Interest paid $ 562 $
========
</TABLE>
See accountants' compilation report.
<PAGE>
Part I. Item 2. Description of business and management's discussion
GENERAL
Sloan Electronics, Inc. (the "Company") designs, manufacturers and
markets electronic monitoring equipment primarily for the criminal
justice industry and the long-term health care industry. The Company
markets its house arrest monitoring equipment through its in-house
marketing department, and currently distributes its products
through national service providers. The Company's medical division
has distribution agreements with Response USA, a distributor of
personal emergency response systems and with King Alarm, a security
product distributor.
The Company's revenue consist primarily from product sales. Based
on a written agreement, the Company will receive recurring payments
from Response USA based on a percentage of their service revenue.
During second quarter of 1998 the Company has not yet generated any
revenue from recurring payments.
MAS Acquisition I Corp. (the "Company"), was incorporated on
July 31, 1996 in the State of Delaware, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. On December 5, 1997, pursuant to the
terms of an Agreement of Merger (the "Agreement") between the
Company and Sloan Electronics, Inc. ("Sloan"), Sloan has merged
into the Company and the Company has changed its name to
Sloan Electronics, Inc. Pursuant to the terms of the merger
Agreement, 3,561,500 shares of Common Stock of Sloan was
converted into 8,227,070 shares of Common Stock of the Company
at the conversion rate of 2.31. In addition, the Company
has accepted the return of, and canceled, 7,680,083 shares
of Common Stock issued to MAS Financial Corp. and issued
91,102 shares of Common Stock as finder's fee, which was
paid by MAS Financial Corp.
PRODUCTS
The Company offers a full range of electronic monitoring
equipment for the criminal justice system's house arrest corrections
programs and for the medical industry's long-term health care
providers. The Company strikes a balance between its ability
to provide solid, state-of-the-art, high-quality products and its
ability to retail these products at the lower end of the industry's
pricing spectrum.
<PAGE>
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 60
seconds' time. The current industry average time window is over
8 minutes.
The SEI Alert 24 Half-Way House Multi-Residence System. Each
person paroled to a half-way house is fitted with an anklet
transmitter. The receiver then monitors the movements of each
client within the pre-determined parameter of the half-way house
and records any and all violations. This system can work as a
stand-alone measure with the current data sent via a telephone
line to monitoring station, or can also work as an in-house
employee monitoring station. The system is designed to monitor
from 1 to 50 offenders.
The SEI Alert 24 Drive-By Transmitter Detector. This device is
designed for use by parole officers, probation officers or
security officers. This mobile surveillance system allows an
officer to check up on a house arrest client simply by driving
past this person's residence, work place or school. The system
detects and displays the ID of a particular offender by
interfacing with that person's anklet transmitter. The receiver
unit time an date stamps the information collected, and it can
also upload this information to a central computer.
The SEI Alert 24 Chain Gang / Work Release Departure Alert
System. Each inmate is fitted with an anklet transmitter.
A single guard mans the portable programmable receiver unit
which alerts the officer in the event that an offender, or
group of offenders, leaves the general area. The system is
is currently in Beta test at several sites.
<PAGE>
The Wander Watch Single Patient System. A custom fitted,
tamper-proof anklet is attached to a patient's leg. It is
completely waterproof and designed to be worn at all times,
including bathing and swimming. The micro-transmitter in
the anklet sends a coded silent radio signal to the home
receiver, which in turn measures the strength of those signals
and calculates the distance the patient is from the base unit.
An alarm will sound when the patient travels beyond the
selected range or if the anklet is removed.
The Wander Watch Multi-Patient Wander Alert System.
A computer-based system specifically designed for placement
within a medical facility, the Multi-Patient Alert System
is able to notify a care giver in the event of a patient
departure from a long-term healthcare facility. It was
originally configured to monitor the movements of 1 to 25
patients. Unlike most wander alert systems installed in a
medical facility, the Wander Watch system stands alone and
does not require custom electrical wiring, installation of
door sensors or the use of door barrier detection equipment.
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.
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 undergoing field
trials with a prospective customer.
<PAGE>
The SEI Alert 24 Automated Check In System. A kiosk for the
criminal justice industry to facilitate the "day reporting"
of criminals on probation or parole. Client is verified using
hand print technology, listens to a specific message from the
parole officer and replies using a telephone handset and tone
pad. The system can collect restitution money and issues a
receipt to the offender showing check in details and payments.
The system interfaces with a computer that can generate various
reports. As a case management tool it assists a parole officer
in managing the growing number of inmates released into
supervision programs. It is currently in field trial in
Washington state for the Department of Corrections. The
Company is pursuing license agreements with several prospective
customers.
INDUSTRY BACKGROUND
The Corrections Industry. The Justice Department's Bureau of
Justice Statistics reported that the number of state and federal
prison inmates grew by a record 89,707 during the previous 12
month period ending June 30, 1995. This is the largest annual
increase in history and is equivalent to adding 1,725 new beds to
the nation's prison system each week.
The United States currently locks up a greater share of its
residents than any other nation. According to the US Department
of Justice Bureau of Statistics, at year end 1996, 5.5 million
people were on probation, in jail or prison, or on parole; this
represents 2.8% of all US adult residents. As of June 30, 1995,
there were 1,004,608 state prison inmates, up 9.1%, and 99,466
federal inmates, up 6.1%. The annual average increase in the
prison population since 1980 has been 8.7% per year.
The Criminal Justice System regards house arrest as an
acceptable alternative to incarceration for its nonviolent
segment of the prison population, and as a better way to
monitor violent criminals once they are paroled to a half-way
house facility.
<PAGE>
The Medical Industry. A patient's compulsive desire to wander
about is a symptom of dementia, which often accompanies
Alzheimer's Disease. Biologically, this is caused by physical
changes in the brain. Oftentimes the patient acts out of
routine, such as the repetitive action of getting ready to leave
for work every day. Sometimes the patient just feels tense or
trapped and wants to escape his environment. Until recently,
standard medical practice was to heavily sedate these patients,
or to restrain a patient to a chair or bed to keep them from
wandering. Today, hospitals and institutions maintain separate
facilities to enable them to better deal with patients who
demonstrate a compulsive desire to wander about.
The Company believes that the long-term healthcare segment
of the medical industry is growing. The US Administration on Aging
analysts expect as many as 14.3 million cases of Alzheimer's
disease by the year 2040 compared to 3.8 million in 1990. The
Company also believes that the home-care segment of the
healthcare market is growing at a steady rate. The National
Center for Health Statistics cites "efforts to control costs" as
"one reason for the massive growth in the home health care
industry." In 1994 there was an estimated 10,900 home care
agencies, a 30% increase over 1992 numbers. Currently there is an
estimated 22,000 home care agencies. The Company believes that the
huge costs associated with institutionalized care, along with its
impersonal nature, makes at-home care an important option for
many families. Of the 4 million currently diagnosed with
Alzheimer's, an estimated 3 million live at home. The Wander
Watch Alert 24 Single Patient System is specifically designed to
meet the needs of Alzheimer's patients and patients with related
medical disorders, who are cared for at home.
BUSINESS STRATEGY
The Company's business strategy is based on establishing
a market share within the criminal justice house arrest industry
and within the healthcare industry. By Incorporating
better, more cost-effective technology into its SEI Alert
24 product line and its Wander Watch products, the Company
believes that its products are among the best currently
available in these two industries.
<PAGE>
Management has defined the Company's role as that of primarily
a research, development and manufacturing entity. Management
plans to continue to market directly to consumers within
the criminal justice industry, while relying on distributors
such as KingAlarm and Response USA to market its Wander
Watch healthcare product line.
High-Quality Image. The Company believes that within the house
arrest industry, the Company has built a reputation for developing
and manufacturing one of the best, cost-effective and user-friendly
systems on the market.
The Wander Watch products and the SEI Alert 24 products reflect
the Company's commitment to quality. The Company pursues the highest
standards in its design, component selection, assembly and
appearance of its products. The Company recognizes that product
dependability and reliability are highly significant to the Company's
continued success. Therefore, quality control plays an important
role in the Company's business strategy.
Focus on Private Residence. The Wander Watch product line and the
SEI Alert 24 product lines are both specifically designed to be
used in a private home, apartment or townhouse. Ease-of-use
and stand-alone features inherent to both products give the
Company a competitive advantage in these areas.
The Wander Watch Single Patient System is both affordable and easy
to install. The receiver unit plugs into a standard outlet.
Unlike most competitive products, this is all that is required
to install and operate the products; doors do not need to be
wired with sensors. There are no wires or barriers associated
with the products. This stand-alone concept runs contrary to the
current industry thinking. Management believes that this concept
is one of the reasons that makes the Company's product line
more attractive to the consumers.
Customer Service and Support. Sloan Electronics believes that its
relationship with its dealers and its consumers has contributed
significantly to its past success and should continue to
enhance its future prospects. The Company's ability to upgrade its
equipment in the field not only gives the Company a competitive
advantage within the industry, but also allows it to focus on up-
selling and upgrading its product line.
PRODUCT DESIGN AND DEVELOPMENT
The Company is continuously engaging in electronic component
research, design, experimentation and development, all of which
are essential to maintaining a competitive advantage in the
market place. The overall product development is managed and
directed by Paul Sloan, President of the Company. In addition,
on project-by-project basis, a product development team is
assembled from personnel within the Company and may include
personnel outside the Company as well.
<PAGE>
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 markets its SEI
Alert 24 products to independent service providers and to
municipalities which monitor and administer their own house
arrest programs. The Company has licensed its Wander Watch
Alert 24 single patient departure alert system for exclusive
distribution to the long term health care industry to Response
USA, a major company in the PERS (Personal Emergency Response
System) industry. Response USA leases Wander Watch Alert 24
single patient systems on a monthly basis to individual users
and to home care agencies. The Company has turned over
distribution of the Wander Watch Alert24 single patient
departure alert systems for exclusive sales to the security
industry to KingAlarm, a major independent distributor of
security and related low voltage products. Marketing strategies
and distribution decisions concerning other products are
handled on a product-by-product basis.
SEI Alert 24 Products. The criminal justice house arrest market
is dominated by two manufacturers who, along with retailing
their products, are also contract service providers who compete
in the security industry. These manufacturers have developed
proprietary software which is not currently integratable with
standard, existing security company protocol. Their software
are not as effective or user-friendly as security industry
software. However, these manufacturers look upon this
proprietary software as a way to shut small security companies
out of a lucrative market.
<PAGE>
Based on current trends, management believes that within 5
years, 80% of the municipalities who currently monitor their
own house arrest program will get out of the business.
Independent security contractors will be competing directly
against these two manufacturers for service contracts. The
Company is in the position to market its fully integratable
home incarceration system to these security providers, thus
leveling the playing field within the house arrest industry.
The Wander Watch Products. The Company views its corporate
role as that of developer, designer and manufacturer. To
that end, the Company has negotiated and signed contracts
with Response USA and King Alarm to distribute its Wander
Alert detection equipment. Response USA leases the
systems to individuals and home care agencies and offers
central station monitoring of the Wander Watch Alert 24
units for an additional monthly fee. The company has a
recurring revenue sharing arrangement with Response USA.
To date, the Company has not received any income from
recurring monthly fees. Response USA has four regional
offices servicing all 50 states and markets to home care
agencies, hospitals, adult day care facilities, as well as
individuals. Response USA receives payment for the
Wander Watch system both from end users and various state
and local agencies. Currently reimbursements include
Milwaukee, Pennsylvania, Department of Aging waiver
program, Rhode Island Department of Aging, partial
reimbursement from local California programs and partial
reimbursement from New York local programs. Reimbursement
is pending in Massachusetts, and Response USA is seeking
other state and local agencies to approve the systems for
reimbursement. There is no assurance that other reimbursements
will be obtained or those in place will continue. Response
USA also receives referrals from the National Alzheimer
Association and participates in their Safe Return program.
King Alarm has name recognition throughout the security
industry, and is a major supplier for security experts and
consultants, with ten regional warehouse sales centers.
King Alarm sponsors over 200 New Horizons technical and sales
training seminars annually, and hosts the King Alarm Expo,
a two-day trade exposition annually.
Advertising. The Company advertises 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.
<PAGE>
COMPETITION
The Company competes in a number of niche markets, which
the Company believes that it will continue to grow.
House Arrest Market. The Company's competitors within the
criminal justice market include BI Incorporated and Strategic
Technologies, Inc. Although all of the companies manufacturing
house arrest products base their products on similiar principles,
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 which exist between cordless
phones. Phones using 900 MHz radio frequencies are far
superior to those less expensive models which experience
interference problems due to the fact that they operate
at 300 MHz frequency.
2. the SEI Alert 24 products have an exclusive low range
setting on the receiver unit, which ensures that house arrest
means house arrest and not neighborhood arrest. With other
systems, an offender could wander the neighborhood and
still not trip the distance setting on the base unit. The
industry standard low range setting is a 150 foot perimeter.
SEI's low range setting is between 40 and 60 feet.
3. With competitors' equipment, the "window" from the time
an offender steps outside the range setting until he is
detected as being outside the range setting varies from
6 to 30 minutes. With some systems, an offender is able
to leave his residence for that period of time and return
undetected. The SEI Alert 24 system greatly improves
performance and offers an exclusive 1 minute radio frequency
window.
4. The SEI Alert 24 anklet transmitter is tamper resistant.
No tamper system currently available is 100% tamper proof
or false alarm proof; however, the SEI Alert 24 system
is the most reliable on the market when it comes to
false alarms. A false alarm necessitates a physical
inspection of the anklet transmitter by a monitoring officer;
therefore, this fact is viewed as a major selling point
among security providers.
<PAGE>
5. The SEI Alert 24 product line has been designed to
allow security companies access to one of the fastest growing
segments of the industry: electronic home incarceration.
The use of abusive pricing policies and proprietary software,
software which makes the security industries central station
equipment incompatible, have worked together to keep small
independent contractors out of the market. Using the Company's
products, these security companies are now able to compete with
BI Incorporated and Strategic Technologies for municipal
contracts on an even footing. Unlike other manufacturers, the
Company does not compete against its customers in the contract
monitoring business.
Long-Term Healthcare Market. The Company's competition in this
market includes WanderGuard, Code Alert, Watchmate and
Secure Care Products. All of these companies utilize proximity
sensing technology, which requires that a patient wearing a
low powered transmitter which sends a weak signal. A receiver
is mounted at each door. When a patient approaches the door,
an alarm sounds and the door magnetically locks. The Company's
Wander Watch Alert 24 technology has a competitive advantage
over the industry's proximity-sensing systems since it
requires no additional wiring of door sensors and it provides
a higher level of patient security.
1. With competitive products, the transmitter attached to a
patient has no removal alert (an inherent part of the Wander
Watch systems). These transmitters are attached with a
hospital ID type band. Common behavior for an Alzheimer's
patient, or other patients suffering from dementia, is to
try to remove everything from their bodies. The Wander Watch
anklet, if removed, activates an alarm at the receiver unit.
2. Proximity-sensing technology requires the installation of
barriers, door sensors and magnetic locks. Prices per door
range from $2,500 to over $5,000, with the average facility
having anywhere between four and ten doors. Automatic door
locks also create problems with existing fire alarms and
fire regulations, for in the event of a fire, the proximity
technology needs to be deactivated.
3. The Wander Watch system utilize 900 MHz spread spectrum
radio frequency technology, a tamper-resistant anklet
transmitter with a tamper alarm, and sells its products
at a price below that charged by the competition.
The Fleet Watch Alert 24. The Fleet Watch system is another
unique product of the Company. The Company believes that
no other company offers a fully integratable passive
monitoring system for fleet vehicles. This system is able
to generate full vehicle status reports on demand, confirm
employee hours of vehicle operation and continuously
monitor the comings and goings of fleet vehicles. This
tamper resistant monitoring system installs in less than
30 minutes, ends unapproved vehicle use and provides a
complete audit trail and other necessary usage reports
for each vehicle in a company's fleet. This unit has
been successfully test on a fleet of concrete trucks.
<PAGE>
The Nurse Call Alert 24. A fully supervised 900 MHz spread
spectrum wireless nurse call system is yet another innovation
by the Company. The Company believes that this system is
among the best wireless security system available, with
unique features such as automatic signal check and low
battery reporting. With the systems optional range extenders,
any sized facility may be monitored. Another unique
integratable option is the paging system which assists in
quicker response times by staff.
MANUFACTURING AND ASSEMBLY
The Company manufacture all of its products in the U. S.
Kimchuk Inc., the Company's primary contract manufacturer
has many years of experience as an electronics manufacturer
and designer. Kimchuk manufacturers over 500 different
products at its four plants located through out the east coast.
The Company's relationship with Kimchuk allows it to reduce
its production costs, to reduce its final testing costs and
to reduce its personnel costs. The Company designs all of
its products with automatic insertion and automatic testing
in mind. This attention to detail enables Kimchuk to
manufacture and assemble the Company's products in the
most cost-efficient manner, while maintaining accuracy
in circuit board production and error-free transfer and
component connections.
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 a substantial new business for the Company.
<PAGE>
GOVERNMENT REGULATION
The Company's facilities are subject to numerous federal,
state and local laws and regulations designed to protect
the environment from waste emissions and hazardous
substances. The Company is also subject to the Federal
Occupational Safety and Health Act and other laws and
regulations effecting the safety and health of employees
in the administrative and manufacturing areas of its
facilities. The Company believes that is is in compliance
in all material aspects with all applicable environmental
and occupational safety regulations. The Company's radio
frequency anklet transmitter are subject to FCC (Federal
Communications Commission) regulations, as are all
radio frequency devices. The Company has obtained type
approval #HCQ3B6WWT for the anklet transmitter and its
products are in compliance with FCC rules Part 15.
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
appearing elsewhere herein, and in conjunction with the Balance
Sheet at December 31, 1997 and Income Statement for the year
ended December 31, 1997 contained in the Company's Annual Report
10-KSB incorporated herein by reference, and in conjunction with
the Company's Quarterly Report 10-QSB for the quarter ended March
31, 1998 incorporated herein by reference, and is qualified in
its entirety by reference to such reports and financial statements.
GENERAL
The Company's financial information for the two years ended
December 31, 1996 and December 31, 1997, and for the first quarter
ended March 31, 1998, respectively, reflects the merger of MAS
Acquisition I Corp. with Sloan Electronics, Inc. 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 canceled, 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.
<PAGE>
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 $4,239 (10%) for the six
months ended June 30, 1998 as compared to the six months ended
June 20, 1997. The decrease is due in part to a major
distributor (Response USA) taking delivery of approximately 500
units of WanderWatch Alert 24 systems in December of 1997 in
anticipation of their needs.
Gross profit for the six months ended June 30, 1998
increased 291% to $17,962 compared to $6164 for the first half of
1997. The increase is due in part to a change in the mix of
products sold and their relative markups.
Selling, general and administrative expenses were $112,614 in
the second quarter of 1998, compared to $83,855 for the second
quarter of 1997. This represents an increase of $28,759
or 34.2%, over selling, general and administrative expenses for
the second quarter of 1997. The increase is in part due to
increased insurance costs, interest costs, professional fees,
commissions, and contract services and expenses involved with
the merger of Sloan Electronics Inc. (FL) with MAS
Acquisition I Corp., becoming Sloan Electronics Inc. (DE), a
reporting company. Sales and marketing expenses declined from
$12810 for the quarter ended June 30, 1997 to $970 for the second
quarter of 1998, for a decrease of $11840 or 92.5%. Sales and
marketing expenses declined due to the Company's strategy to grow
by working closely with major distributors who absorb sales and
marketing costs. General and administrative expenses rose from
$76,938 for the second quarter of 1997 to $111,711 in the second
quarter of 1998, representing an increase of $34,773 or 45%.
The increase in general and administrative expenses was caused
by increased insurance costs, interest costs, professional fees
and contract services and are in part due to expenses involved
with the merger of Sloan Electronics Inc. (FL) with MAS
Acquisition I Corp., becoming Sloan Electronics Inc. (DE), a
reporting company.
The net loss for the quarter ending June 30, 1998 was
$103,660, or $0.01 per share based on 10,635,249 shares
outstanding, as compared to a net loss for the second quarter
of 1997 of $89,305, or $0.028 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 $145,000 for the
six months ended June 30, 1998, raised through private placement of
common stock and borrowing.
The Company has no material commitments for capital expenditures
during the next quarter and believes that its current cash and working
capital position and future income from operations will be sufficient
to meet its cash and working capital needs.
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.
The Annual Meeting of the Shareholders (the Annual Meeting) was
held on May 16, 1998. The following actions were taken at the
Annual Meeting, for which proxies were solicited pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended. The Company's proxy statement DEF-14A is incorporated
herein by reference.
1. The following five nominees proposed by the Board of
Directors were elected as directors by the following votes:
<TABLE>
<CAPTION>
Name For Witheld
<S> <C> <C>
_____________ _________ __________
Larry Provost 6,541,611 0
Paul Sloan 6,541,611 0
Lester Cohen 6,541,611 0
Mike Solomon 6,541,611 0
James Vondra 6,541,611 0
</TABLE>
<PAGE>
2. A proposal to ratify the selection of Bobbitt, Pittenger
and Company PA as independent public accountants for the year
ending Dec. 31, 1998 was approved by a vote of 6,044,828 for
versus 0 Against. There were 496,783 abstentions and no broker
non-votes.
3. A proposal to ratify the 1998 Stock Option Plan was
approved by 6,044,828 for versus 0 against. There were 496,783
abstentions and no broker non-votes.
4. A Shareholders' resolution to ratify and approve all acts
of the Officers and Board of Directors since the last annual
meeting was approved by a vote of 6,541,611 for versus 0 Against.
There were no abstentions and no broker non-votes.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
1. Form 8-K/A, filed with the Securities and Exchange Commission
on April 20, 1998
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 August 14, 1998
By: /s/ Paul Sloan
Paul Sloan
President and CEO
By: /s/ Larry Provost
Larry Provost
Chairman and CFO
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Balance Sheet at June 30, 1998 and Income Statement for the
quarter ended June 30, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 31,487
<SECURITIES> 0
<RECEIVABLES> 16,766
<ALLOWANCES> 0
<INVENTORY> 25,659
<CURRENT-ASSETS> 107,477
<PP&E> 2,326
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<TOTAL-ASSETS> 195,202
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0
0
<COMMON> 280,240
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<TOTAL-LIABILITY-AND-EQUITY> 195,202
<SALES> 24,032
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<CGS> 15,078
<TOTAL-COSTS> 112,614
<OTHER-EXPENSES> 0
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