================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the Fiscal Year Ended November 30, 1997
                         Commission File Number 0-17746

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      f/k/a/ SAFE AID PRODUCTS INCORPORATED

               (Exact Name of Registrant as Specified in Charter)

            Delaware                             22-2824492
   ----------------------------------------------------------------------
  (State or other jurisdiction of             (I.R.S. Employer ID. Number
   incorporation or organization)
  
  249 Peruvian Avenue
  Palm Beach, Florida                                    33480
  ----------------------------------  -----------------------------------
  (Address of principal                                (Zip Code)
   executive offices)
  
Registrant's telephone no., including area code (561) 832-2700

           Securities registered pursuant to Section 12(g) of the Act:

                                      None
-------------------------------------------------------------------------------
                                (Title of class)

         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 ninety (90) days. Yes __ X__   No____ .

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and if no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. __ X__

Issuer's revenues for the most recent fiscal year were $9,801.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $35,273,860 on November 30, 1997 based upon
the latest published average bid price ($.05) at the close of the market on
February 20, 1998, the most recently available bid date for the Registrant's
Common Stock.

         The approximate number of shares outstanding of the Registrant's common
stock on November 30, 1997 was 705,477,200. The approximate number of "A"
Warrants outstanding as of November 30, 1997 was 72,272,800 convertible into
72,272,800 shares of common stock at $.02 per share. Each outstanding A Warrant,
upon exercise, will result in the issuance of one redeemable "B" Warrant. As of
November 30, 1997 there were approximately 2,727,200 B Warrants outstanding
exercisable into 2,727,200 shares of common stock at $.05 per share.

Transitional Small Business Disclosure Format (check one):
Yes __ X__    No____

================================================================================

                             PART I (Alternative 2)

Business

         The Company was incorporated under Delaware law on May 21, 1987 to
engage in manufacturing and marketing of a disinfectant product for sale in
dental and medical offices and hotel and motel markets, as well as in the retail
over-the-counter market, and to engage in research and development regarding
nasal and transdermal delivery of aspirin and other drugs.

         During the past several years, the Company has been relatively inactive
with nominal sales and operations and has remained in its development stage.
During the past year, the Company's principal business objective has been to
find and merge with an operating company that management believes could increase
shareholder value.

         During the previous fiscal year, the Company maintained an arrangement
to use space at 225 Old Country Road, Melville, New York 11747 and its telephone
number was (516) 364-3887. As of February 9, 1998, the Company maintained
executive offices at 249 Peruvian Avenue, Palm Beach, Florida 33480.

         The Company has been unsuccessful in effecting its original business
purpose and had virtually no active operations for the past several years. In
addition, the Company has no capital available to renew active operations. As a
result, during the past several years, management adopted a strategy of either
finding a business partner to exploit the Company's technology or located an
operating company to engage in a business combination with the Company. Numerous
opportunities with third parties were reviewed and evaluated by the


<PAGE>


Company (most related to operating businesses looking to acquire a public
company through a reverse merger), but prior to 1997 none was found to be
acceptable.

         In February 1997, Safe Aid entered into a joint venture agreement with
CC Plus, a Spanish corporation, to establish the worldwide development,
production and marketing of a nasally administered aspirin. However, the joint
venture terminated in June 1997 over a contractual dispute regarding CC Plus'
obligation to expend $500,000 toward the development and marketing of the
nasally administered aspirin.

         Thereafter, the Company focused its search on a non-public operating
companies that would be interested in acquiring the Company's status as a public
company. Management did not limit its search to any particular industry. Rather,
it sought out a company in a high growth industry that could increase
shareholder value. Management determined that due to the Company's (i)
exhaustion of all funds and inability to pay amounts necessary for its
continuation, (ii) inability to raise capital, and (iii) inability to find a
viable business partner to exploit the Company's patents, the Company would
completely cease all operating and dissolve if it did not locate an acquisition
candidate by the end of the 1997.

Merger

         In August, 1997 the Company entered into a merger agreement with
Intelligence Network International, Inc. ("INI") pursuant to which INI would
merge with and into the Company (the "Merger"). Safe Aid will be the corporation
surviving the Merger. The obligations of the Company and INI to effect the
Merger were subject to certain conditions including:

         approval and adoption by the Company's stockholders of proposals to
amend the Company's Certificate of Incorporation to (i) increase the Company's
authorized common stock to 999,999,000 shares of common stock; (ii) change the
name of the Company to "Safe Technologies International, Inc."; and (iii)
effectuate a one-for-ten reverse stock split of the Company's common stock; and
(iv) approval and adoption of the Merger Agreement by the Company's
stockholders.

         On January 30, 1998, a special meeting of the Board of Directors and
Stockholders of the Company was held at the offices of Lazer, Aptheker, Feldman,
Rosella & Yedid, LLP, 225 Old Country Road, Melville, New York. At the special
meeting, 57.16% of the voting stock of the Company was voted in favor of the
Merger and all matters referred to in subparagraphs (i) through (iv) above.
<PAGE>

         WHERE RELEVANT MATTERS ARE REPORTED HEREIN ON A POST-MERGER BASIS


         Effective February 9, 1998, the following individuals resigned as
officers and directors of the Company:

         Stanley Snyder                   President and Director
         Barney Melsky                    Secretary/Treasurer and Director
         Melvin Mr. Fritz                 Director

         Effective February 9, 1998, the following individuals were elected to
the following positions:

         Barbara L. Tolley                Chief Executive Officer, Chairman and
                                          Director
         Michael Bhathena                 Vice President and Chief Information
                                          Officer
         Bradford L. Tolley               Secretary and Treasurer
         Charles N. Martus                Director
         Jack W. Tolley                   Director
         Franklin L. Frank                Director
         Robert L. Alexander              Director


Security Ownership of Management and Certain Securityholders
------------------------------------------------------------

         Security Ownership of Certain Beneficial Owners:

         The following table contains information as to the beneficial ownership
of shares of Common Stock of the Registrant of all officers and directors of the
Registrant, each person who to the knowledge of the Registrant, post-merger, was
the beneficial owner of 10% or more of the outstanding shares, and all officers
and directors of the Registrant as a group:

                                              Amount and Nature
                       Name of Beneficial      of Beneficial         Percent
Title of Class              Owner                 Ownership          of Class
--------------         ------------------     -----------------      --------

Common Stock           Barbara L. Tolley      267,755,650             38.0%
$.00001 par value                             Chairman and CEO


Common Stock           Ruth Deutsch           209,595,535             29.7%
$.00001 par value                             Shareholder

Common Stock           Franklin L. Frank      243,595,536             34.5%
$.00001 par value                             Director




<PAGE>



Common Stock           Bradford L. Tolley     25,000,000               3.5%
$.00001 par value                             Treasurer and
                                              Secretary

Common Stock           Jack W. Tolley         267,755,650             38.0%
$.00001 par value                             Director

Common Stock           Michael Bhathena       11,740,000               1.7%
$.00001 par value                             Vice President and
                                              Chief Information Officer

Common Stock           Charles N. Martus      200,000                 Less
$.00001 par value                             Director                than
                                                                      1%

Common Stock           Robert L. Alexander    200,000                 Less
$.00001 par value                             Director                than
                                                                      1%

Common Stock           All Officers and       548,491,186             77.7%
$.00001 par value      Directors as a group



                                     PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters

         (a)  The Registrant's Common Stock is traded in the over-the-
              counter market.

         (b)  The following table sets forth the high and low stock closing
              bid, as reported by the National Quotation Bureau, Inc., for
              the Registrant's Common Stock, Warrants and Units for the
              calendar periods indicated:

                          Common Stock                        Units
Period               Bid              Asked               Bid      Asked
                   High/Low          High/Low          High/Low   High/Low
                   --------          --------          --------   --------

1996
----
1st Quarter       .002/.0015        .003/.003            U N P R I C E D
2nd Quarter       .06/.002          .07/.003             U N P R I C E D
3rd Quarter       .025/.0075        .026/.0081           U N P R I C E D
4th Quarter       .021/.008         .024/.0085           U N P R I C E D

1997
----
1st Quarter       .0136/.0070       .0137/.0073          U N P R I C E D
2nd Quarter       .016/.0045        .0163/.005           U N P R I C E D


<PAGE>



3rd Quarter       .0121/.0053       .013/.006            U N P R I C E D
4th Quarter       .026/.008         .016/.005            U N P R I C E D


                        "A" Warrants                         Units
Period               Bid          Asked                 Bid       Asked
                   High/Low      High/Low             High/Low   High/Low
                   --------      --------             --------   --------

1996
----
1st Quarter       U N P R I C E D                        U N P R I C E D
2nd Quarter       U N P R I C E D                        U N P R I C E D
3rd Quarter       U N P R I C E D                        U N P R I C E D
4th Quarter       U N P R I C E D                        U N P R I C E D

1997
----
1st Quarter       U N P R I C E D                        U N P R I C E D
2nd Quarter       U N P R I C E D                        U N P R I C E D
3rd Quarter       U N P R I C E D                        U N P R I C E D
4th Quarter       U N P R I C E D                        U N P R I C E D

         The bid quotation of the Common Stock in the over-the-counter market as
of the most recent available date, February 20, 1998 was $.05. The above
quotation does not include retail mark-ups, mark-downs or commissions and
represents prices between dealers and not necessarily actual transactions. The
past performance of the Registrant's securities is not necessarily indicative of
future performance.

         (b)  The approximate number of common stockholders of record of the
              Registrant as of November 17, 1997 was 1,207.

         (c)  The Registrant has never paid cash dividends on its Common
              Stock.  Payment of dividends will be within the sole
              discretion of the Registrant's  Board of Directors and will
              depend, among other factors, upon earnings, capital
              requirements and the operating and financial condition of the
              Registrant.  At the present time, the Registrant's anticipated
              financial capital requirements are such that it intends to
              follow a policy of retaining earnings in order to finance the
              development of its business.

Item 2.  Legal Proceedings

         There are no legal proceedings pending to which the Registrant is
subject, nor to the knowledge of the Registrant are any such legal proceedings
threatened.


<PAGE>



Item 3. Changes in and Disagreements with Accountants

         There have been no changes in or disagreements with the Registrant's
accountants, Scott & Guilfoyle.

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

         On January 30, 1998, the Company approved a merger with INI, Florida
corporation engaged in various internet services and products. The merger was
subject to certain conditions including increasing the authorized common stock
to 999,999,999, changing the name to "Safe Technologies International, Inc." and
effectuating a one-for-ten reserve stock split. As a result of the merger, INI
shareholders own approximately eighty-three percent of Safe Aid's common stock.

Item 5. Compliance with Section 16(a) of the Exchange Act

         Nothing to report

Item 6. Reports on Form 8-K

         A Form 8-K dated January, 1998 was filed in order to report the
extension of the time period, until January 8, 1999, during which the Company's
warrants may be exercised.

         A Form 8-K dated February, 1998 was filed in order to report the merger
with INI.


                                    PART F/S

See pages F1 - F11

Financial Statements and Supplementary Data


                         SAFE AID PRODUCTS INCORPORATED

                          Index to Financial Statements
                          -----------------------------

                                                                     Page

Reports of Independent Certified Public Accountants                  F-1

Financial Statements:

Balance Sheets as of November 30, 1996 and 1997                      F-2

Statement of Stockholders' Equity for the period                     F-3 - F-4 
from inception (May 21, 1987) to November 30, 1997


<PAGE>



Statements of Operations for each of the two years                   F-5 
in the period ended November 30, 1997 and cumulative from 
inception (May 21, 1987) to November 30, 1997

Statements of Cash Flows for each of the two years                   F-6
in the period ended November 30, 1997 and cumulative from 
inception (May 21, 1987) to November 30, 1997

Notes to Financial Statements                                        F-7 - F-10

Financial Data Schedule                                              F-11

All schedules have been omitted because they are inapplicable, not required, or
the information is included elsewhere in the financial statements or notes
thereto.

                                    PART III

Item 1.  Index to Exhibits

Exhibit No.:                   Description                         Filing

3.1        Certificate of Incorporation                             (1)
3.1        Amendment to Certificate of Incorporation                (1)
3.2        By-Laws                                                  (1)
4.1        Amended form of Underwriters' Unit                       (2)
             Purchase Warrant
4.2        Form of Class A Common Stock Purchase                    (1)
             Warrant
4.3        Amended Form of Class A and B Common                     (2)
             Stock Purchase Warrant
4.4        Amended Form of Warrant Agreement                        (2)
4.5        Specimen Stock Certificate                               (1)
10.1       License Agreement with Pettibone                         (1)
             Laboratories, Inc.
10.2       Grant Agreement with UKRF                                (1)
10.3       Grant Agreement with UKRF regarding grant                (1)
10.4       Letter of Intent with Sunshine                           (1)
             Chemical Corp.
10.5       License Agreement with UKRF regarding
             Aspiring Patents                                       (1)
10.6       Aspirin Patent - 4,242,330 and 4,241,055                 (1)
10.7       Cryocide Patent - 4,073,888                              (1)
10.8       Amended License Agreement with Pettibone                 (3)
             Laboratories, Inc.
10.9       License Agreement with UKRF regarding
             New Patent Application No. 028750-063                  (3)
10.10      License Agreement with CMR Group, Inc.
             regarding U.S. Patent No. 5,000,869                    (4)


<PAGE>




(1)      Form S-18 filed 2/18/88
(2)      Amendment No. 2 to Form S-18 filed 4/11/88
(3)      Form 8-K dated 1/25/89
(4)      Form 8-K dated 7/30/94


<PAGE>



                                   SIGNATURES

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

                                        SAFE TECHNOLOGIES INTERNATIONAL, INC.

  Dated: February 26, 1998             By:  /s/ Barbara Tolley
                                            --------------------
                                              Barbara Tolley,
                                              Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.


Signature                             Title                    Date
---------                             -----                    ----

                                  Vice President/
/s/ Michael Bhathena              Chief Information          February 26, 1998
------------------------          Officer
    Michael Bhathena                

/s/ Bradford Tolley               Secretary/Treasurer        February 26, 1998
------------------------
    Bradford Tolley

/s/ Charles N. Martus             Director                   February 26, 1998
------------------------
    Charles N. Martus

/s/ Jack W. Tolley                Director                   February 26, 1998
------------------------
    Jack W. Tolley

/s/ Franklin L. Frank             Director                   February 26, 1998
------------------------
    Franklin L. Frank

/s/ Robert L. Alexander           Director                   February 26, 1998
------------------------
    Robert L. Alexander


<PAGE>
                               Scott & Guilfoyle
                          Certified Public Accountants
                           5 Dakota Drive - Suite 206
                          Lake Success, New York 11042

Paul J. Scott. C.P.A.                                             (516) 775-9600
Richard T. Guilfoyle. C.P.A.                                  Fax (516) 328-6638


                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors of
Safe Aid Products Incorporated

We have audited the accompanying balance sheets of Safe Aid Products
Incorporated (a development stage company) as of November 30, 1997 and 1996 and
the related statements of operations, stockholders' equity and cash flows for
the years then ended and for the period May 21, 1987 (inception) through
November 30, 1997. 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 audits. The financial statements for the
period May 21, 1987 (inception) through November 30, 1994, were audited by other
auditors whose report dated February 14, 1995 expressed an unqualified opinion
on those statements. The financial statements for the period May 21, 1987
(inception) through November 30, 1994 include total revenue and net loss of
$338,215 and ($1,546,700) respectively. Our opinion on the statements of
operations, shareholders' equity, and cash flows for the period May 21, 1987
(inception) through November 30, 1997 insofar as it relates to amounts for prior
periods through November 30, 1994, is based solely on the report of other
auditors.

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 balance sheet presentation. We
believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position Safe Aid Products Incorporated (a development stage
company) as of November 30, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended, and the period from May 21, 1987
(inception) to November 30, 1997 in conformity with generally accepted
accounting principles.

/s/ Scott & Guilfoyle

Lake Success, New York
February 9, 1998


<PAGE>
<TABLE>



                                               SAFE AID PRODUCTS INCORPORATED
                                                (A DEVELOPMENT STAGE COMPANY)
                                                       BALANCE SHEETS
                                                         NOVEMBER 30

<CAPTION>
                                                                         1997               1996
                                                           ASSETS

CURRENT ASSETS

<S>                                                                <C>                  <C>          
         Cash                                                      $          417       $       4,034
                                                                   --------------       -------------
                  TOTAL CURRENT ASSETS                                        417               4,034

MACHINERY AND EQUIPMENT

         Net of accumulated depreciation of $4,258                              0                   0
                                                                   --------------       -------------
                  TOTAL ASSETS                                     $          417       $       4,034
                                                                   ==============       =============


                                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

         Shareholder loans                                         $       19,000        $     13,500
         Accrued expenses                                                   4,112               5,293
                                                                   --------------       -------------

                  TOTAL CURRENT LIABILITIES                                23,112              18,793
                                                                   --------------         -----------

STOCKHOLDERS' EQUITY
         Common stock $.00001 par value

           950,000,000 shares authorized; 705,477,200

           and 702,977,200 issued and outstanding respectively              7,055               7,030
         Additional paid in capital                                     1,572,194           1,548,969
         Deficit accumulated during development stage                  (1,601,944)         (1,570,758)
                                                                   --------------       -------------

                  TOTAL                                            (       23,695)       (     14,759)
                                                                   --------------       -------------

                  TOTAL LIABILITIES AND

                    STOCKHOLDERS' EQUITY                           $          417       $       4,034
                                                                   ==============       =============





The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>
<TABLE>



                                                            SAFE AID PRODUCTS INCORPORATED
                                                             (A DEVELOPMENT STAGE COMPANY)
                                                           STATEMENT OF STOCKHOLDERS' EQUITY
 <CAPTION>

                                                                                                          Deficit
                                                                                                        Accumulated
                                                                                           Additional     During        Total
                                                                    Common Stock            Paid-in     Developmet   Stockholders'
                                                                 Shares        Amount       Capital        Stage       Equity
<S>                                                           <C>             <C>           <C>        <C>          <C>  
                                                                                                                   
Date of inception - May 21, 1987                                         0        $0            $0           $0               $0
                                                                                                                   
Issuance of common stock for cash to founders                                                                       
($.0001 per share)                                             100,000,000     1,000         9,000            0           10,000
                                                                                                                   
Issuance of common stock for cash to outside                                                                       
investors from December 1, 1987 through                                                                            
February 11, 1988 ($.00044 per share)                          350,000,000     3,500       152,014            0          155,514
                                                                                                                   
Public issuance of shares for cash, net of                                                                         
expenses, during the period April 11, 1988                                                                         
to June 30, 1988 ($.0081 per share)                            150,000,000     1,500     1,212,341            0        1,213,841
                                                                                                                   
Issuance of common stock for consulting services                                                                   
based on Board of Directors assessment of value of                                                                 
services rendered during August 1988 ($.02 per share)            4,050,000        40        80,960            0           81,000
                                                                                                                   
Issuance of common stock for cash in connection                                                                    
with exercise of warrants during                                                                                   
November 1988 ($.02 per share)                                     675,000         7        13,493            0           13,500
                                                                                                                   
Net loss for the year ended November 30, 1988                            0         0             0     (414,054)        (414,054)
                                                                                                                   
Issuance of common stock for license agreement based                                                               
on Board of Directors assessment of value of agreement                                                             
during December 1988 ($.02 per share)                              750,000         8        14,992            0           15,000
                                                                                                                   
Issuance of common stock for public relations services                                                             
based on Board of Directors assessment of value of                                                                 
services during March 1989 ($.02 per share)                        200,000         2         3,998            0            4,000
                                                                                                                   
Issuance of common stock for consulting, research &                                                                
development based on Board of Directors assessment of                                                              
value during October 1989 ($.01 per share)                         750,000         8         7,492            0            7,500
                                                                                                                   
Issuance of common stock for cash in connection                                                                    
with exercise of warrants during the year ended                                                                    
November 30, 1989 ($.02 per share)                               2,027,200        20        40,524            0           40,544
                                                                                                                   
Net loss for the year ended November 30, 1989                            0         0             0     (561,463)        (561,463)
                                                               -----------     ------    ---------     --------         -------- 
Balance, November 30, 1989                                     608,452,200     6,085     1,534,814     (975,517)         565,382
                                                                                                                   
                                                                                                                   
                                                                           (continued)

The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>
<TABLE>



                                                            SAFE AID PRODUCTS INCORPORATED
                                                             (A DEVELOPMENT STAGE COMPANY)
                                                           STATEMENT OF STOCKHOLDERS' EQUITY
                                                        
                                                                      (continued)
<CAPTION>

                                                                                                          Deficit
                                                                                                        Accumulated
                                                                                        Additional        During          Total
                                                                Common Stock              Paid-in       Development   Stockholders'
                                                            Shares            Amount      Capital          Stage          Equity

<S>                                                         <C>             <C>       <C>         <C>            <C>    
Issuance of common stock for cash in connection
with exercise of  warrants during the year ended
November 30, 1990 ($.02 per share)                                  25,000         0           500            0              500

Net loss for the year ended November 30, 1990                            0         0             0     (353,012)        (353,012)
                                                               -----------   -------     ---------   ----------       ----------
Balance, November 30, 1990                                     608,477,200     6,085     1,535,314   (1,328,529)         212,870

Net loss for the year ended November 30, 1991                            0         0             0     (108,242)        (108,242)

Net loss for the year ended November 30, 1992                            0         0             0      (58,009)         (58,009)
     
Issuance of common stock for consulting services 
based on Board of Directors assessment of value 
of services rendered for the year ended
November 30, 1993 ($.001 per  share)                               500,000         5           495            0              500

Net loss for the year ended November 30, 1993                            0         0             0      (44,479)         (44,479)

Issuance of common stock for legal & consulting
services based on Board of Directors assessment 
of value of services rendered for the year ended
November 30, 1994 ($.00015 per share)                           94,000,000       940        13,160            0           14,100

Net loss for the year ended  November 30, 1994                           0         0             0       (7,441)          (7,441)

Net loss for the year ended  November 30, 1995                           0         0             0      (19,049)         (19,049)
                                                               -----------   -------     ---------   ----------       ----------
Balance, November 30, 1995                                     702,977,200     7,030      1,548,969  (1,565,749)          (9,750)

Net loss for the year ended November 30, 1996                            0         0             0       (5,009)          (5,009)
                                                               -----------   -------     ---------   ----------       ----------
Balance, November 30, 1996                                     702,977,200     7,030     1,548,969   (1,570,758)         (14,759)

Issuance of common stock for consulting services
based on Board of Directors assessment of value 
of services rendered for the period ended
April, 1997 ($.0093 per share)                                   2,500,000        25        23,225            0           23,250

Net loss for the year ended November 30, 1997                            0         0             0      (31,186)         (31,186)
                                                               -----------   -------     ---------   ----------       ----------
Balance, November 30, 1997                                     705,477,200   $ 7,055    $1,572,194  $(1,601,944)        $(22,695)
                                                               ===========    ======     =========   ==========       ==========


The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>




<TABLE>



                                         SAFE AID PRODUCTS INCORPORATED
                                          (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENT OF OPERATIONS
<CAPTION>

                                         
                                                         For The Years           From Inception
                                                             Ended              (May 21, 1987) to
                                                          November 30              November 30
                                                     1997            1996              1997
                                                
REVENUE

<S>                                            <C>              <C>              <C>          
         Net sales                             $       9,801    $      19,647    $     246,831
         License fees                                      0                0           10,000
         Interest income                                   0                0          120,676
                                               -------------    -------------    -------------

                  TOTAL REVENUES                       9,801           19,647          377,507
                                               -------------    -------------    -------------

EXPENSES

         Cost of sales                                 7,569           15,187          211,032
         Selling, general and administrative          33,418            9,469          953,797
         Research and development                          0                0          594,618
         Selling expenses                                  0                0           65,642
         Depreciation and amortization                     0                0           29,443
         Loss- inventory obsolescence                      0                0          124,919
                                               -------------    -------------    -------------

                  TOTAL                               40,987           24,656        1,979,451
                                               -------------    -------------    -------------

NET LOSS                                       $     (31,186)   $      (5,009)   $  (1,601,944)
                                               =============    =============    =============

LOSS PER SHARE:

         Net loss per share                              NIL              NIL              NIL

WEIGHTED AVERAGE NUMBER OF

 COMMON SHARES OUTSTANDING                       705,477,200      702,977,200      704,545,693
                                               =============    =============    =============



The accompanying notes are an integral part of the financial statements.

</TABLE>

<PAGE>

<TABLE>


                                                         SAFE AID PRODUCTS INCORPORATED
                                                          (A DEVELOPMENT STAGE COMPANY)
                                                             STATEMENT OF CASH FLOWS
<CAPTION>                                        
                              
                                                                              For The Years                  From Inception
                                                                                  Ended                     (May 21, 1987) to
                                                                               November 30                    November 30
                                                                        1997                  1996                1997

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                 <C>                  <C>                  <C>         
         Net loss                                                   $   (31,186)         $    (5,009)         $(1,601,944)
         Adjustments to reconcile net loss to net cash
         used in operating  activities:
           Depreciation and amortization                                      0                    0               29,443
           Issuance of common stock for services                         23,250                    0              145,350
           Loss on abandonment of assets                                      0                    0               11,018
         Changes in operating assets and liabilities:
          (Increase) decrease in assets:
            Organization costs                                                0                    0               (1,350)
          Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                        (1,181)              (1,648)               4,112
                                                                    -----------          -----------          -----------
   NET CASH USED BY OPERATING ACTIVITIES                                 (9,117)              (6,657)          (1,413,371)
                                                                    -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Additions to property and equipment                                  0                    0              (39,111)
                                                                    -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of common stock                               0            1,433,899
         Loans from stockholders                                          5,500                8,500               29,000
         Repayment of stockholders' loans                                     0                    0              (10,000)
                                                                    -----------          -----------          -----------
   NET CASH PROVIDED BY  FINANCING ACTIVITIES                             5,500                8,500            1,452,899
                                                                    -----------          -----------          -----------

INCREASE (DECREASE) IN CASH                                              (3,617)               1,843                  417

BEGINNING CASH BALANCE                                                    4,034                2,191                    0
                                                                    -----------          -----------          -----------
ENDING CASH BALANCE                                                 $       417          $     4,034          $       417
                                                                    ===========          ===========          ===========


The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>



                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1997

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Safe Aid Products Incorporated ("the Company") was incorporated on May 21, 1987
in the State of Delaware to engage in manufacturing and marketing of a
disinfectant product for sale in dental and medical offices and hotel and motel
markets, as well as in the retail over-the counter market, and to engage in
research and development regarding nasal and transdermal delivery of aspirin and
other drugs. At present, the Company remains in its development stage. Its
activities to date consist of limited sales of disinfectant products and the
investigation of the nasal and transdermal delivery of aspirin and other drugs.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual results could differ from
those estimates and assumptions.

Depreciation of machinery and equipment is computed under an accelerated method
over five year estimated useful lives of the related assets.

Net Loss Per Share

Net loss per average common and common equivalent share has been computed on the
basis of the weighted average number of common shares and equivalents
outstanding during the respective periods. The effects on loss per share
resulting from the assumed issuance of reserved shares and the assumed exercise
of warrants in all periods presented are antidilutive and, therefore, not
included in the calculations.

NOTE 2 - INCOME TAXES

No provision has been made in the accompanying financial statements for income
taxes payable because of the Company's operating loss from operations. At
November 30, 1996, the Company has approximately $1,553,000 of operating loss
carryforwards for financial reporting and income tax purposes that expire
through the year 2011. Additionally, the Company has approximately $44,000 of
research and development credits available to offset future income taxes through
the year 2005.

NOTE 3:  STOCKHOLDERS' EQUITY

The Articles of Incorporation provide for the authorization of 950,000,000
shares of common stock at $.00001 par value. Original capital contributed was
$10,000 in payment for the issuance of 100,000,000 shares of common stock.

During the period from December 1, 1987 through February 11, 1988, an additional
350,000,000 shares were issued for an aggregate consideration of $155,514.


<PAGE>



                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1997

NOTE 3:  STOCKHOLDERS' EQUITY (continued)

In June of 1988, the Company completed a sale of 150,000 units to the public at
a price of $10 per unit. The Company received proceeds in the amount of
$1,213,841, net of commissions and expenses to the underwriter, legal,
accounting and other expenses related to the public offering in the amount of
$286,159. Each unit consisted of 1,000 shares of common stock, $.00001 par
value, and 500 redeemable common stock warrants designated redeemable Warrant
"A". Each redeemable Warrant "A" would upon exercise, entitle the holder to
purchase one share of common stock for $.02 per share and to receive one
redeemable Class "B" Common Stock purchase warrant. Each redeemable Class "B"
Common Stock purchase warrant would, upon exercise, entitle the holder to
purchase one share of common stock for $.05 per share. These exercise periods of
both Class "A: and Class "B" warrants have been extended by the Board of
Directors through January 9, 1999. At November 30, 1997, 147,272,800 shares of
common stock are reserved in connection with such warrants.

The shares of common stock and common stock purchase warrants were immediately
detachable from the units upon closing of the public offering and are, to the
extent a market exists, therefore, traded separately from the common stock.

In August 1988, 4,050,000 shares of common stock were issued to certain
consultants of the Company as compensation for their services rendered. These
shares have been valued by the Company at $.02 per share. The Company recorded
these shares as research and development expense.

During November 1988, 675,000 redeemable Class "A" Common Stock purchase
warrants were exercised at a price of $.02 per share. The Company received
proceeds of $13,500 upon the exercise of these warrants.

In December 1988, 750,000 shares of common stock were issued to an unrelated
company as an inducement to enter into a license agreement at $.02 per share.
The Company recorded these shares as research and development expense.

In March 1989, 200,000 shares of common stock were issued to an unrelated party
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.02 per share. The Company recorded these shares as
public relations expense.

In October 1989, 750,000 shares of common stock were issued to unrelated parties
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.01 per share. The Company recorded these shares as
consulting and research and development expense.

During the years ended November 30, 1989 and 1990, 2,027,200 and 25,000
redeemable Class "A" Common Stock purchase warrants were exercised at a price of
$.02 per share, respectively. The Company received proceeds of $40,544 and $500
upon the exercise of these warrants, respectively.

On January 8, 1993, the Company issued 500,000 shares of the Company's common
stock in consideration of consulting services. The shares were valued at $.001
per share.


<PAGE>



                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1997

NOTE 3:  STOCKHOLDERS' EQUITY (continued)

In January and February of 1994, 94,000,000 shares of common stock were issued
to certain officers and consultants of the Company and to one of the Company's
law firms as compensation for their services rendered and to induce them to
continue to provide their services to the Company. These shares have been valued
by the Company at $.00015 per share and the Company recorded these shares as
general and administrative expenses during the year ended November 30, 1994.

On April 15, 1997, the Company authorized the issuance of 2,500,000 shares of
the Company's common stock in consideration of consulting services. The services
were valued at $23,250 or .0093 per share.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

On July 25, 1994, the Company entered into a license agreement with CMR Group,
Inc. ("CMR") in which the Company granted to CMR an exclusive license to develop
and market the Company's patent rights relating to TCGU or bleaching products.
In consideration for granting CMR this license, the Company received a license
fee of $10,000 in 1994 and will receive royalties of 10% of the net revenue from
all sales of products containing TCGU until the Company receives $1,000,000, and
7% of the net revenue from such sales thereafter.

There were no royalties earned pursuant to this agreement during the years ended
November 30, 1997 and 1996.

On January 25, 1988, the Company entered into a research agreement with the
University of Kentucky Research Foundation (UKRF). Pursuant to the terms of the
agreement, the Company offered a grant in the amount of $100,000 per year, in
exchange for specific research to be performed by UKRF. The Company paid
$100,000 for the year ended November 30, 1988 and $75,000 for the year ended
November 30, 1989. No grants were offered subsequent to 1989. All inventions or
discoveries pursuant to the research agreement shall be owned by UKRF. UKRF has
granted an option to the Company for the exclusive license of any such invention
or discoveries. Upon exercising its option, the Company shall pay a license fee
up to $10,000. Certain members of the Company's Advisory Board are professors at
the University of Kentucky. On August 30, 1988 the Company exercised its option
with respect to certain patent rights. Additionally, the Company shall pay
annual royalties during the term of the agreement based upon annual direct and
indirect net sales as follows:

i.    2.0% royalty on all direct sales.

ii.   For all indirect sales for which the Company receives a royalty, 1/3 of
      such royalty is to be paid to UKRF. This royalty payment cannot be less
      than 1% or more than 2% of such indirect sales.

iii.  For all indirect sales for which the Company receives a license fee, 
      20% of such license fee is to be paid to UKRF.

There has been no activity with respect to this agreement during the years ended
November 30, 1997 and 1996.


<PAGE>



                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1997

NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)

On January 25, 1988, the Company entered into a license agreement with UKRF in
connection with the right to use certain information and patents concerning the
derivation of aspirin. The agreement also required a non-refundable license
issue fee of $5,000 upon execution. Additionally, the Company shall pay a
royalty in an amount equal to 2% of the net sales of the licensed product as
defined in the agreement. There has been no activity with respect to this
agreement during the years ended November 30, 1997 and 1996.

NOTE 5: SUBSEQUENT EVENTS - MERGER

On January 30, 1998 the Company approved a merger with Intelliigence Network
International, Inc. ("INI") a Florida corporation engaged in various internet
services and products. The merger was subject to certain conditions including
increasing the authorized common stock to 999,999,000, changing the name to
"Safe Technologies International, Inc." and effectuating a one-for-ten reverse
stock split. As a result of the merger INI shareholders own approximately
eighty-three percent of Safe Aid's common stock. These financial statements do
not reflect any adjustments as a result of the merger.