UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003
                                             -----------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     For the transition period from _______________________ to _____________

                        Commission file number 000-17746
                                               ---------


                        Safe Technologies International, Inc.
                        -------------------------------------
                 (Name of small business issuer in its charter)


       Delaware                                         22-2824492
       --------                                         ----------
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)


2875 S. Ocean Blvd., Suite 104, Palm Beach, FL                         33480
-------------------------------------------------                      -----
(Address of principal executive offices)                             (Zip Code)


Issuer's telephone number, including area code: (561) 832-2700


Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered


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

                    Common Stock, par value $.0001 per share
                     ---------------------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
or of the Exchange Act during the past 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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to


<PAGE>

the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $79,118.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of March 29, 2004, was $3,100,364.

The number of shares outstanding of the issuer's common stock, as of March 29,
2004, was 910,506,602.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]

PART I

Item 1.  Business

OVERVIEW. We are a company that is structured as a holding company with active
and inactive subsidiaries. From 1998 through 2001, we focused on developing
e-commerce subsidiaries. With the downturn of the e-commerce industry, we
elected to expand to other fields and turned our interests toward other
technological and related industries. As of December 31, 2003, we had one wholly
owned active subsidiary: Internet Associates International, Inc., a Nevada
corporation ("IAI"). Additional, inactive subsidiaries are Connect.ad, Inc.,
Connect.ad Services, Inc., and Total Micro, Inc., all Florida corporations. As
of March 31, 2004, we also have a sixty percent equity position in three active
subsidiaries, Time Bytes LTD, Sports Profile LTD, and Time Bytes International,
Inc., and an eight percent equity position in one inactive subsidiary, Agenesis,
Inc.

IAI is an internet marketing and web site development firm involved in the
development, marketing, and hosting of web sites. IAI specializes in designing
and developing quality "market-driven" web sites. The web design work that we
provide through IAI for each client is customized. Hence, the contract price
varies depending upon the nature and scope of the engagement. IAI currently
provides web hosting to over 250 customers.

During 2003, we continued to evolve aggressively away from, so as not to reply
on, the e-commerce platform. We stayed with our plan of controlled, fiscally
responsible management to seek out entrepreneurial opportunities through
acquisitions of new technology start up companies. We entered into several
agreements with foreign consultants in order to increase the number of business
candidates that might result in potential acquisitions for the company.

HISTORY AND SUMMARY OF PAST ACTIVITIES. The Company was incorporated in Delaware
on August 1, 1987 as Safe Aid Products Incorporated. On February 9, 1998, the
Company acquired Intelligence Network International, Inc., a Florida corporation
("INI") pursuant to a reverse merger and changed its name to Safe Technologies
International, Inc. As a result of the merger, our business then consisted of a
broad range of internet and technology based services and products, operated
through various subsidiaries.

In March 2002, we merged one of our wholly owned subsidiaries, Internet
Commerce, Inc. ("ICI") with ProCon Systems, ApS. As a result of the merger, we
now own eight percent of ICI. Under the terms of the Merger Agreement, ICI was
to make monthly payments to us until it became a publicly traded company. In
December, 2002, ICI stopped making these payments in breach of the Agreement.


                                       1
<PAGE>

Concurrently, we learned that ICI's funding commitment had not been fulfilled.
To date, ICI has not corrected its breach of the Merger Agreement. The Company
has written off its investment in ICI and does not presently anticipate that any
further benefit will be realized from its ownership interest in ICI. The Company
is actively seeking to secure the return of full ownership of ICI.

In May 2002, we merged another of our wholly owned subsidiaries, Connect.Ad of
South Florida, Inc., with Agenesis, Inc. As a result of the merger, we owned
eight percent of Agenesis. Pursuant to the Merger Agreement, Agenesis filed a
Registration Statement to register the issuance of shares in the merger and the
distribution to our shareholders of one half of our eight percent interest.
However, during the last quarter of 2003, Agenesis Management notified us that
they had decided not to proceed with their plans to become a public trading
company. Agenesis management has agreed to return to the company 100% ownership
of Agenesis. Currently, the company is in talks with another group that may wish
to utilize Agenesis in the development of their business plan.

RECENT ACTIVITIES. In August 2003, we entered into a Stock Purchase Agreement
with a Bruce Ross, dba Express Air. Despite assurances by our then-Chief
Financial Officer, who was also the Chief Financial Officer of Express Air,
Express Air has not been able to deliver to us the audited financial statements
required to be filed by us for a transaction of this size. As a result, we did
not complete the exchange of stock and do not expect that this transaction will
develop any further. We are considering the viability of legal action to recover
our expenses in connection with this transaction.

On December 30, 2003, we entered into a Stock Purchase Agreement with Time Bytes
LTD, a British company, for a sixty percent equity ownership position. The
acquisition includes two other affiliates of Time Bytes, Time Bytes
International, Inc., a Delaware corporation, and Sports Profile LTD, a British
company. The transaction closed in January 2004, when we received their audited
financial statements, which we have filed with the Securities and Exchange
Commission and are available for shareholder review.

Time Bytes offers a unique DVD product that was brought to market in 2002 in the
United Kingdom and reached nearly $1,000,000 in revenue in its first year. The
Time Bytes product is the first DVD product to contain specialized content that
is researched, selected, and produced onto a DVD. The DVD is attractively
packaged, along with an applicable greeting card for market sales.

Time Bytes has secured an exclusive contract with the BBC and British Pathe and,
with BBC's assistance, was able to secure an exclusive contract with Columbia
Broadcasting Systems (CBS) in order to enable Time Bytes to bring their DVD
product to America.

Time Bytes has sold 55 franchises in the United Kingdom, which include ongoing
royalties for Time Bytes. Time Bytes plans to keep expanding overseas, while
launching sales and marketing of Time Bytes in the United States this year.

PROPRIETARY RIGHTS. We regard our copyrights, trademarks, trade names, trade
secrets, web sites and domain names as valuable intellectual property. We rely
upon copyright and trademark law, trade secret protection and confidentiality or
license agreements with our employees, customers, partners and others to protect
our proprietary rights. Effective intellectual property protection may not be


                                       2
<PAGE>

available, however, in every country in which products and media properties are
distributed or made available through the internet.

COMPETITION. The market for internet products and services is highly
competitive. There are no substantial barriers to entry in these markets, and
the Company expects that competition will continue to intensify. Internet
commerce competes for customers and advertisers with other content providers,
advertisers and traditional brick-and-mortar merchants, as well as with
thousands of web sites operated by individuals, the government and educational
institutions. The marketplace for DVD products and/or Greeting Cards is also,
competitive. However, at this time, to our knowledge, there is no existing
competitor offering the exact type of product package, as Time Bytes. Time Bytes
success and growth in the US market will depend upon the ability of the company
in raising capital for Time Bytes' expansion.

EMPLOYEES. As of December 31, 2003, the Company had two full-time employees and
three part-time employees. Of the employees, three are engaged in management
positions and one is in an administrative position.

Item 2.  Description of Property

The Company's executive offices are located to 2875 S, Ocean Blvd., Suite 104,
Palm Beach, Florida, where the Company subleases approximately 1,500 square feet
of office space. IAI currently shares office space with the company, until
separate space becomes available in the same building. The rent for the
companies' space is currently $1,500 per month.

Item 3.  Legal Proceedings

The company is not a party to any litigation.

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

No matters have been submitted to a vote by security holders.

PART II

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

Our common stock is traded in the over-the-counter market under the symbol
"SFAD". The following table sets forth the high and low bid, as reported by
Stockwatch, for our common stock for the calendar periods indicated.


                                                   Bid
                               Period           High/Low
                               ------           --------
                               2002

                               1st Quarter       .013/.005
                               2nd Quarter       .007/.004
                               3rd Quarter       .006/.002
                               4th Quarter       .007/.002

                               2003
                               1st Quarter       .0025/.002
                               2nd Quarter       .0023/.002
                               3rd Quarter       .028/.007
                               4th Quarter       .145/.01



                                       3
<PAGE>

The average of the bid and ask price of our common stock in the over-the-counter
market as of the most recent available date, March 29, 2004 was $.0075 per
share. The above quotations do not include retail mark-ups, mark-downs or
commissions and represents prices between dealers and not necessarily actual
transactions. The past performance of our securities is not necessarily
indicative of future performance.

Common Stock

As of December 31, 2003, we had issued and outstanding 888,506,602 shares of our
common stock.

Holders of Record

As of December 31, 2003, there were approximately 15,000 shareholders of record
of our common stock, including beneficial owners holding shares through nominee
name.

Dividend Policy

We have never paid cash dividends on our Common Stock. Payment of dividends will
be within the sole discretion of our Board of Directors and will depend, among
other factors, upon earnings, capital requirements and the operating and
financial condition of the Company. At the present time, our anticipated
financial capital requirements are such that we intend to continue to follow a
policy of retaining earnings in order to finance the development of our
business.

Recent Sales of Unregistered Securities.

In January, 2004, we issued 17,000,000 shares of our common stock to the
shareholders of Time Bytes LTD in exchange for a 60% ownership interest in Time
Bytes, Time Bytes International, Inc. and Sports Profile LTD. Each of the Time
Bytes shareholders was an accredited investor as defined in Securities and
Exchange Commission Regulation D. The issuance of the shares was exempt from
registration under Regulation D and Section 4(2) of the Securities Act of 1933.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this annual filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; raw material costs and


                                       4
<PAGE>

availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-KSB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002

For the twelve months ending December 31, 2003 and 2002, the Company recorded
revenues of $79,118 and $158,725 respectively. The decrease of $79,607 is due to
this revenue declining business wherein many hosting service companies are
offering web site hosting services at no cost. For the twelve months ending
December 31, 2003 and 2002, the Company had cost of sales of $14,851 and $5,979
respectively. The increase of $8,872 is due to increased cost of content
development personnel. For the twelve months ending December 31, 2003 and 2002,
the Company recorded gross margin of $64,267 and $152,746 respectively. The
decrease of $88,479 is primarily due to decreased revenues and corresponding
decrease in the cost of product delivery.

For the twelve months ending December 31, 2003 and 2002, the Company had, on a
consolidated basis, general and administrative expenses of $313,527 and $362,262
respectively. The decrease of $48,735 is due primarily to a continuing
refocusing of the Company's efforts. For the twelve months ending December 31,
2003 and 2002, the Company had, on a consolidated basis, total operating
expenses of $373,006 and $441,764 respectively. The decrease of $68,758 is due
primarily to a continuing refocusing of the Company's efforts.

NET LOSSES

For the twelve months ending December 31, 2003 and 2002, the Company reported a
net loss from operations of $308,739 and $289,018 respectively. The increase of
$19,721 is the result of the decrease of revenues and the increase in cost of
sales.

At December 31, 2003, the Company had assets totaling $88,528 and a net loss of
$543,058.

LIQUIDITY/WORKING CAPITAL

At December 31, 2003, the company had a $735,198 working capital deficit
compared to $581,239 at December 31, 2002. The increase of $153,959 is primarily
due to the loss recorded for the year ended December 31, 2003, and the decrease
in sales, and therefore accounts receivable.

There can be no assurance that the Company's financial condition will improve.
The Company is expected to continue to have minimal working capital or a working
capital deficit as a result of current liabilities.

The Company continues to evaluate its options for raising additional working
capital via a private placement of either debt or equity, primarily to provide
working capital to its promising subsidiaries.

                                       5
<PAGE>

NET OPERATING LOSS CARRY-FORWARDS

The Company has net operating loss carry-forwards of approximately $7,936,000
expiring $445,000, $589,200, $3,016,100 and $920,000 at December 31, 2022, 2021,
2020 and 2019 respectively. The Company has a $2,800,000 deferred tax asset
resulting from the loss carry-forwards, for which it has established a one
hundred percent (100%) valuation allowance. The Company may not be able to
utilize such carry-forwards as the Company has no history of profitable
operations.

GOING CONCERN

We are the subject of a "going concern" audit opinion. Such qualification was
issued because we have incurred losses from operations. As of December 31, 2003,
we had negative working capital of $735,198 that raises substantial doubt about
our ability to continue as a going concern. While we had an overall net cash
inflow of $6,773 for the year ended December 31, 2002, we incurred a net loss of
$543,058 for the year ended December 31, 2003.

In addition, there is no assurance that we will be able to successfully raise
the funds necessary to fund operations through any means available. Further,
there is no assurance that we will be able to successfully grow operations even
if we are successful in acquiring the funds necessary, which may have a material
impact on our financial position and results of operations. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should we be unable to continue
as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
summarizing the SEC's views in applying generally accepted accounting principles
to various revenue recognition issues. Management believes that its revenue
recognition practices are in conformity with SAB No. 101.

In April 2000, the FASB issued FASB Interpretation No. 44 ("FIN No. 44"),
"Accounting for Certain Transactions Involving Stock Compensation: An
Interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Asset and Extinguishment of Liabilities", a replacement
of SFAS No. 125. Management does not expect the standard to have any effect on
our financial position or results of operations.

In July 2001, the FASB issued SFAS No. 141 "Business Combinations" and SFAS No.
142 "Goodwill and Other Intangible Assets." We have adopted the provisions of
SFAS No. 141 and 142, and such adoption did not impact our results of
operations.

In July 2001, the SEC issued SAB 102 "Selected Loan Loss Allowance Methodology
and Documentation Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." Management does not expect the standard to have any effect on our
financial position or results of operations.

                                       6
<PAGE>

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets." We have adopted the provisions of SFAS No. 144 and 142, and
such adoption did not impact our results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and 64,
Amendment of SFAS No. 13 and Technical Corrections." Management does not expect
the standard to have any effect on our financial position or results of
operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." Management does not expect the standard to
have any effect on our financial position or results of operations.

In October 2002, the FASB issued SFAS No. 147, "Acquisition of Certain Financial
Institutions." Management does not expect the standard to have any effect on our
financial position or results of operations.

RISK FACTORS

The company is engaged in providing support to those involved in commerce on the
Internet platform. This business involves many opportunities, as well as
significant risks, many of which are out of our control. Some of the risks that
we face are as follows:

The viability of our customers is dependent upon their success in e-commerce.
The natured of e-commerce is continually developing. Customers who are unable to
evolve with the development of e-commerce may fail, and as a result, we would
lose a customer.

We expect to continue to incur net losses and negative cash flows for the
foreseeable future, and there can be no assurance that we will ever achieve
profitability or generate positive cash flows. As we continue to deploy our
business plan, we expect to incur significant operating expenses particularly in
the sales, marketing and operations areas. These types of expenses will grow as
we expand the scope and reach of our operations. If our revenues do not grow as
expected, or if our actual expenses exceed our budgeted expenses, there could be
a material adverse effect on our business, operating results and financial
condition. We will need to raise additional funds through the issuance of
equity, equity-related or debt securities. If we are unable to obtain additional
financing on reasonable terms to enable the development of our business plan, we
may never be able to completely implement our on-line strategy.

Our future revenues and profits depend upon the widespread acceptance and use of
the Internet and on-line services as a medium for commerce. Rapid growth in the
use of the Internet and on-line services is a recent phenomenon. This growth may
not continue. A sufficiently broad base of consumers may not accept, or continue
to use, the Internet as a medium of commerce. Demand for and market acceptance
of recently introduced products and services over the Internet involves a high
level of uncertainty.

The internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Our success
will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary speed, data capacity and security, and the
timely development of complementary products for providing reliable Internet
access and service. Major on-line service providers and the Internet itself have
experienced outages and other delays as a result of software and hardware
failures and could face such outages and delays in the future. Outages and
delays are likely to affect the level of Internet usage and processing of


                                       7
<PAGE>

transactions on our web sites. In addition, the Internet could lose its
viability because of delays in the development of adoption of new standards to
handle increased levels of activity or because of increased government
regulation. The adoption of new standards or government regulation may require
us to incur substantial compliance costs.

We will rely upon third-party computer systems and third-party service
providers, including Internet bandwidth providers. Any interruption in these
third-party services or deterioration in their performance could impair the
quality of our service. If our arrangements with any of these third-parties were
to be terminated, we may not be able to find an alternative source of systems
support on a timely basis or on commercially reasonable terms.

Our success depends upon the development and maintenance of superior technology
systems and infrastructure. In order to be successful, we must provide reliable,
real-time access to our systems for our customers and suppliers. As our
operations grow in both size and scope, domestically and internationally, we
will need to continually upgrade our systems and infrastructure to offer our
customers and suppliers enhanced products, services, features and functionality.
The expansion of our systems will require additional financial, operational and
technical resource expenditures before business volume might reach levels
sufficient to yield profitability, with no assurance that the volume of business
will increase or that profitability will be achieved. Consumers and suppliers
will not tolerate a service hampered by slow delivery times, unreliable service
levels or insufficient capacity, any of which could have a material adverse
effect on our business, operating results and financial condition.

Our business is exposed to risks associated with on-line commerce security and
credit card fraud. Consumer concerns over the security of transactions conducted
on the internet or the privacy of users may inhibit the growth of the Internet
and on-line commerce. To transmit securely confidential information such as
customer credit card numbers, we will rely upon encryption and authentication
technology. Unanticipated events or developments could result in a compromise or
breach of integrity of our consumer transaction data. Our servers could also be
vulnerable to viruses transmitted over the Internet, which if not detected,
could create a service interruption.

We may be subject to delays because of intentional, criminal third party
intervention. Though we have taken several precautions to prevent any
disruptions from terrorist attacks and hackers, we cannot guarantee that our
operations are completely invulnerable. A disruption can occur from numerous
sources, including damage to the company property, damage to one of our vendors,
suppliers or customers, or damages to third parties such that it restricts the
flow of commerce. Disruptions could materially adversely affect our revenues.

Our business strategy of growth through business combinations leads to unknown
and unquantifiable risks. The company is attempting to expand it operations and
market presence by entering into business combinations, investments, joint
ventures or other strategic alliances with third parties. Any such transaction
would be accompanied by risks commonly encountered in such transactions, which
could include, among others, the difficulty of assimilating the operations,
technology and personnel of the combined companies, the potential disruption the
Company's ongoing business, the inability to retain key technical and managerial
personnel, the inability of management to maximize the financial and strategic
position of the Company through the successful integration of acquired
businesses, addition expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, control and policies


                                       8
<PAGE>

and the impairment of relationships with existing employees and customers. There
can be no assurance that the Company would be successful in overcoming these
risks or any other problems encountered in connection with such business
combinations, investments, joint ventures or other strategic alliances, or that
such transactions would not have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.

Our success depends in large part upon the efforts of a few individuals and our
ability to attract, retain and motivate highly skilled employees. We depend
substantially on the services and performance of our senior management,
particularly Michael Posner, our President; Barbara L. Tolley, one of our
Directors; Michael Bhethana, our Chief Information Officer; and Bradford L.
Tolley, our Secretary, Treasurer and Vice Present of Investor Relations. These
individuals may not be able to fulfill their responsibilities adequately and may
not remain with us. The loss of the services of any executive officers or other
key employees could hurt our business.

An element of the Company's future growth strategy is to increase the
distribution and sale of the Company's products into international markets. The
Company's existing and planned international operations are subject to political
and economic uncertainties, including, among other things, inflation , risk of
modification of existing arrangements with governmental authorities,
transportation, tariffs, export controls, government regulation, currency
exchange rate fluctuations, foreign exchange restrictions that limit the
repatriation of investments and earnings therefrom, changes in taxation,
hostilities or confiscation of property. Changes related to these matters could
have a material adverse effect on the Company.

FUTURE BUSINESS STRATEGY

We believe that the Company, having survived the dot.com crash and still being a
participant in the internet industry, has benefited from a period of trial and
error. The development of the internet to date has been instructive. Several
members of the Company's management, having been pioneers in the internet
industry, are also experienced business people.

The Company's future business strategy is first to continue to add experienced
management personnel whose business philosophies are strongly weighted toward
earnings and value; and second, to evaluate, acquire, and administer additional
operating companies in growth industries which can operate as individual profit
centers, while benefiting and using the experienced administration provided them
under the Company's corporate umbrella.

The most important new aspect of our business strategy is to acquire minority
interests in operating companies by merging them into one of our wholly owned
subsidiaries. We expect this to strengthen the Company's balance sheet without
incurring debt. Ultimately, as the stock retained by the Company is sold, we
expect the Company's cash position to be significantly improved.


                                       9
<PAGE>

Item 7.  Financial Statements


                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report                                             11

Consolidated Balance Sheets                                              12

Consolidated Statements of Operations                                    13

Consolidated Statements of Stockholders' Equity                          14

Consolidated Statements of Cash Flows                                    15

Notes to Consolidated Financial Statements                               16


                                       10
<PAGE>

                              BAUM & COMPANY, P.A.
                          1515 UNIVERSITY DR. SUITE 209
                             CORAL SPRINGS FL 33071

To the Board of Directors
Safe Technologies International Inc.

We have audited the accompanying balance sheets of Safe Technologies
International Inc. as of December 31, 2003 and 2002, and the related statements
of operations, stockholders' deficiency and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Safe Technologies International
Inc. as of December 31, 2003 and 2002 and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements the Company has experience a loss in 2003 and 2002. The
Company's financial position and operating results raise substantial doubts
about its ability to continue a a going concern.. Management's plans concerning
these matters are also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 1 to the consolidated financial statements,, effective
January 1, 2002, the Company adopted Statement of Financial Standards No. 142
"Goodwill and Other Intangible Assets."


Coral Springs, Florida
March 23, 2004

                                       11
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                          2003           2002
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                $     8,713    $     1,940
   Accounts receivable, net of allowance for doubtful accounts of
        $19510 and $20,000 respectively                                      4,192          4,762
                                                                       -----------    -----------

            Total current assets                                            12,905          6,702
                                                                       -----------    -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                       33,649        215,272

        Less: Accumulated depreciation                                     (14,246)      (153,681)
                                                                       -----------    -----------

            Total property and equipment                                    19,403         61,591
                                                                       -----------    -----------

OTHER ASSETS
    Deposits                                                                 2,889          7,292
    Other assets, net                                                       53,331        290,435
                                                                       -----------    -----------

            Total other assets                                              56,220        297,727
                                                                       -----------    -----------

Total Assets                                                           $    88,528    $   366,020
                                                                       ===========    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                   $    71,099    $    89,358
    Accrued expenses                                                        88,218         97,842
    Notes and loans payable                                                621,394        400,741
    Deferred revenue                                                         3,070              0
                                                                       -----------    -----------

            Total current liabilities                                      783,781        587,941
                                                                       -----------    -----------

Total Liabilities                                                          783,781        587,941
                                                                       -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
     888,506,602 and 871,826,599  shares issued and outstanding at           8,885          8,718
    December 31,  2003 and 2002 respectively
    Additional paid-in capital                                           7,255,618      7,150,380
    Subscriptions received                                                  12,000         12,000
    Retained earnings (deficit)                                         (7,971,756)    (7,393,019)
                                                                       -----------    -----------

            Total stockholders' equity (deficit)                          (695,253)      (221,921)
                                                                       -----------    -----------

Total Liabilities and Stockholders' Equity (Deficit)                   $    88,528    $   366,020
                                                                       ===========    ===========
</TABLE>

                                       12
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED DECEMBER 31 2003 AND 2002
<TABLE>
<CAPTION>
                                                           2003              2002
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES
    Sales, net of customer returns                     $      79,118    $     158,725
                                                       -------------    -------------

          Net sales                                           79,118          158,725
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                        14,851            5,979
                                                       -------------    -------------

          Total cost of operations                            14,851            5,979
                                                       -------------    -------------

Gross Profit                                                  64,267          152,746
                                                       -------------    -------------

OPERATING EXPENSES
    Sales and marketing expense                                2,348            9,344
    General and administrative expenses                      313,527          462,262
    Amortization and depreciation                             57,131           70,158
                                                       -------------    -------------

          Total operating expenses                           373,006          541,764
                                                       -------------    -------------

Operating income (loss)                                     (308,739)        (389,018)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (80,344)         (29,709)
    Writeoff of investment                                     - 0 -           (5,996)
    Loss on divestment                                         - 0 -          (55,237)
    Impairment of Goodwill and Intangible Assets            (224,695)           - 0 -
    Other income                                              35,042           35,000
                                                       -------------    -------------

          Total other income (expense)                      (269,997)         (55,942)
                                                       -------------    -------------

Loss before provision for income taxes                      (578,736)        (444,960)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $    (578,736)   $    (444,960)
                                                       =============    =============

Net income (loss) per common share, basic              $        0.00    $        0.00
                                                       =============    =============

Weighted average number of common shares outstanding     875,317,588      870,064,955
                                                       =============    =============
</TABLE>

                                       13
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                                         TOTAL
                                      NUMBER                     ADDITIONAL                           STOCKHOLDERS'
                                        OF           COMMON       PAID-IN      SUBS.     ACCUMULATED     EQUITY
                                      SHARES         STOCK        CAPITAL     RECEIVED     DEFICIT      (DEFICIT)
                                    -----------    ---------    -----------   --------   ------------ -------------
<S>                                 <C>            <C>          <C>            <C>       <C>            <C>
BALANCE, December 31, 2001          829,326,599    $   8,293    $ 6,930,865    $     0   $(6,948,060    $  (8,902)

Shares  sold  for cash                5,000,000           50         49,950          0             0       50,000

Subscription received                         0            0              0     12,000             0       12,000
Shares for services and expenses     37,500,000          375        169,565          0             0      169,940
Net loss                                      0            0              0          0      (444,960)    (444,960)
                                    -----------    ---------    -----------    -------   -----------    ---------

BALANCE, December 31, 2002          871,826,599        8,718      7,150,380     12,000    (7,393,020)    (221,922)

Prior Year Share Adjustment             680,003            7             (7)         0             0            0
Shares for services and expenses      6,000,000           60         45,945          0             0       46,005
Stock Based Compensation             10,000,000          100         59,300          0             0       59,400
Net loss                                                                                    (578,736)    (578,736)
                                    -----------    ---------    -----------    -------   -----------    ---------

BALANCE, December 31, 2003          888,506,602        8,885      7,255,618     12,000    (7,971,756)    (695,253)
                                    ===========    =========    ===========    =======   ===========    =========
</TABLE>

                                       14
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED DECEMBER 31 2003 AND 2002
<TABLE>
<CAPTION>
                                                                          2003          2002
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       $(578,736)   $(444,960)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                          57,131       70,158
    Bad debt expense                                                        2,025       19,149
    Impairment of Goodwill and Intangible Assets                          224,695            0
    Writeoff  of note payable                                             (35,142)           0
    Stock based compensation                                               59,400            0
    Expenses paid by common stock                                          46,005      169,940
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                             (5,446)       2,537
    (Increase) decrease in deposits                                         4,403        1,908
    Increase (decrease) in accounts payable                               (10,511)      20,712
    Increase (decrease) in accrued expenses                                76,128       24,109
    Increase (decrease) in deferred revenue                                 3,070       (4,515)
    Increase (decrease) in shareholders' loan                                   0       (1,350)
                                                                        ---------    ---------

Net cash provided (used) by operating activities                         (156,978)    (142,312)
                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in Agenesis Corp.                                                0         (796)
    Purchase of property and equipment                                          0       (1,927)
    Loss of divestment                                                          0       55,237
    Writeoff of investment                                                      0        5,996
                                                                        ---------    ---------

Net cash provided (used) by investing activities                                0       58,510
                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase in subscription of common stock                                    0       12,000
    Proceeds from Shareholder Loans                                       163,751            0
    Sale of common stock                                                        0       50,000
                                                                        ---------    ---------

Net cash provided (used) by financing activities                          163,751       62,000
                                                                        ---------    ---------

Net increase (decrease) in cash                                             6,773      (21,802)

CASH and equivalents, beginning of period                                   1,940       23,742
                                                                        ---------    ---------

CASH and equivalents, end of period                                     $   8,713    $   1,940
                                                                        =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of interest in cash                                             $       0    $       0
                                                                        =========    =========
   Payment of taxes                                                             0            0
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       15
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         THECOMPANY The Company was incorporated under the laws of the State of
         Delaware on May 21, 1987 as Safe Aid Products, Inc. On February 9,
         1998, the Company changed its name to Safe Technologies International,
         Inc. Safe Technologies International, Inc. ("Safe Tech") is a
         multi-faceted company specializing in Internet services and products.

         A) PRINCIPLES OF CONSOLIDATION The consolidated financial statements
         include the accounts of Safe Technologies International, Inc. and its
         subsidiaries, Total Micro Computers, Inc., Connect.ad, Inc., Connect.ad
         Services, Inc. and Internet Associates International, Inc. All material
         intercompany transactions and balances have been eliminated in the
         consolidated financial statements.

         B) USE OF ESTIMATES The financial statements have been prepared in
         conformity with accounting principles generally accepted in the United
         States. In preparing the financial statements, management is required
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities as of the dates of the balance sheets and statements of
         operations for the years then ended. Actual results may differ from
         these estimates. Estimates are used when accounting for allowance for
         bad debts, collectibility of accounts receivable, amounts due to
         service providers, depreciation, litigation contingencies, among
         others.

         C) REVENUE RECOGNITION Revenues of Safe Technologies International,
         Inc. are recognized at the time the services are rendered to customers.
         Services are rendered when the Company's representatives receive the
         customer's requests and completes the customer's orders.

         D) NET LOSS PER SHARE, BASIC Net income per share is computed by
         dividing the net income by the weighted average number of shares
         outstanding during the period. Net income per share, diluted, is not
         presented as no potentially dilutive securities are outstanding.

         E) CASH EQUIVALENTS The Company considers all highly liquid debt
         instruments with an original maturity of three months or less to be
         cash equivalents. Cash and cash equivalents, accounts receivable and
         accounts payable are short-term in nature and the net values at which
         they are recorded are considered to be reasonable estimates of their
         fair values. The carrying values of notes payable are deemed to be
         reasonable estimates of their fair values.

         F) CONCENTRATION RISKS The Company's sources of revenue and accounts
         receivable are comprised primarily of customers in the Internet
         industry. The Company requires no collateral from its customers since,
         in many cases, it has written contracts with them.

         G) FIXED ASSETS Fixed assets are recorded at cost. Depreciation is
         computed on the straight-line method, based on the estimated useful
         lives of the assets of generally five or ten years. Expenditures for
         maintenance and repairs are charged to operations as incurred.
         Depreciation expense was $42,188 and $45,286 for the years ended
         December 31, 2003 and 2002, respectively.

         H) INTANGIBLE ASSETS The Company continually evaluates the carrying
         value of goodwill and other intangible assets to determine whether
         there are any impairment losses. If indicators of impairment are
         present in intangible assets used in operations and future cash flows
         are not expected to be sufficient to recover the assets' carrying
         amount, an impairment loss would be charged to expense in the period
         identified.

                                       16
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         H) INTANGIBLE ASSETS (CONTINUED) Management has determined that the
         goodwill, copyrights and trademarks reflected on the Company's balance
         sheet at December 31, 2003 have been impaired by approximately
           $ 225,000 in value due to lack of viable cash flows that can be
         generated in the foreseeable future, will generate sufficient cash
         flows to recover their carrying amounts. Amortization of trademarks,
         copyrights and goodwill is determined utilizing the straight-line
         method based generally on the estimated useful lives of the
         intangibles, generally over fifteen years.

         I) ADVERTISING Advertising costs, which are included in selling,
         general and administrative expenses, are expensed as costs are
         incurred. Advertising expense was $ 2,330 and $ 6,949 for the years
         ended December 31, 2003 and 2002, respectively.

         J) DEFERRED REVENUE Deferred income arises in the normal course of
         business from the development of new web site contracts. Deferred
         income at December 31, 2003 and 2002 was $ 3,070 and $- 0 -,
         respectively.

(2)      INCOME TAXES Deferred income taxes (benefits) are provided for certain
         income and expenses which are recognized in different periods for tax
         and financial reporting purposes. The Company had net operating loss
         carry- forwards for income tax purposes of approximately $7,639,000
         with the latest expiring $578,000, $445,000, $589,200, $3,016,100 and
         $920,000 at December 31, 2018, 2017, 2016, 2015 and 2014, respectively.
         The amount recorded as deferred tax asset as of December 31, 2003 is
         approximately $2,800,000, which represents the amount of tax benefit of
         the loss carry-forward. The Company has established a 100% valuation
         allowance against this deferred tax asset, as the Company has no
         history of profitable operations.

(3)      STOCKHOLDERS' EQUITY The Company has authorized 999,999,000 shares of
         $.00001 par value common stock, with 888,506,602 shares issued and
         outstanding. Rights and privileges of the preferred stock are to be
         determined by the Board of Directors prior to issuance.

         At December 31, 2001, the Company had 829,326,599 shares of common
         stock issued and outstanding. In 2002, the Company issued 5,000,000
         shares of restricted common stock in exchange for $50,000 in cash, or
         $0.01 per share. In 2002, the Company issued 3,500,000 shares of common
         stock for legal services valued at $16,500, at prices ranging from
         $0.0038 to $0.007 per share. In 2002, the Company issued 34,000,000
         shares of common stock for services valued at $153,440, or $0.0045 per
         share. In 2002, the Company received $12,000 in cash for approximately
         2,500,000 shares of restricted common stock. These shares have not yet
         been issued.

         In 2003, the Company issued 10,000,000 shares of restricted common
         stock to company officers for services valued at $ 59,400. In 2003, the
         Company issued 6,000,000 shares of common stock for services valued at
         $46,005 of $.008 per share.

                                       17
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)      COMMITMENTS AND CONTINGENCIES The Company rents office space in Palm
         Beach, Florida under a lease that commenced December 2003 and expires
         November 2005. The total monthly rent is currently $1,285.Future lease
         expenses are $15,420 for 2004 and $14,135 in 2005.

         Prior to the new office lease, the Company rented office space,
         furniture and equipment on a month-to- month basis for $1,000 from the
         president.

(5)      SHORT-TERM DEBT At December 31, 2003 and 2002, short-term debt
         consisted of the following:
<TABLE>
<CAPTION>
                                                                          2003       2002
                                                                        --------   --------
<S>                                                                     <C>        <C>
         12% note payable to an officer, unsecured, due on
         demand. Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum               $352,321   $231,513

         12% Note payable to a shareholder, unsecured, due on
         demand. Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum                204,986    134,086

         12% note payable to an officer, unsecured, due on
         demand.  Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum                 64,087          0
         Note payable to CGI Marketing, unsecured, due on
         demand, with an interest rate of 5.5%. CGI Marketing has
         ceased existing, which  resulted  in  the debt being written
         off                                                                   0     35,142
                                                                        --------   --------


         Total short-term debt                                          $621,394   $400,741
                                                                        ========   ========
</TABLE>

(6)      GOING CONCERN The accompanying financial statements have been prepared
         assuming that the Company will continue as a going concern. The
         Company's financial position and operating results raise substantial
         doubt about the Company's ability to continue as a going concern, as
         reflected by the net loss of $578,736 and $444,960 for the years ended
         December 31, 2003 and 2002, respectively, for a total cumulative loss
         of $7,971,000. The ability of the Company to continue as a going
         concern is dependent upon developing sales and obtaining additional
         capital and financing. The financial statements do not include any
         adjustments that might be necessary if the Company is unable to
         continue as a going concern. The Company is currently pursuing
         acquisitions of viable business's in conjunction with seeking
         additional capital to fund its planned operations.

(7)      RELATED PARTY TRANSACTIONS In 2003 and 2002, the Company paid rent and
         purchased services from and made reimbursements to a related party
         company owned by an officer and major shareholder. The services
         purchased were primarily secretarial and reimbursements which include
         telephone expenses, courier charges and postage. Total payments made to
         this company during the years ended December 31, 2003 and 2002 were $
         20,500 and $18,721, respectively. Total amounts owed to this company as
         of December 31, 2003 and 2002 were $64,087 and $22,087, respectively.

                                       18
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8)      RECENT ACCOUNTING PRONOUNCEMENTS
         In October 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" (SFAS 144). SFAS 144 supersedes Statement of
         Financial Accounting Standards No. 121, "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS
         144 applies to all long-lived assets, including discontinued
         operations, and consequently amends the accounting and reporting
         provisions of Accounting Principles Board Opinion No. 30, "Reporting
         the Results of Operations -- Reporting the Effects of Disposal of a
         Division of a Business, and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions." SFAS 144 develops one accounting
         model for long-lived assets that are to be disposed of by sale and
         requires the measurement to be at the lower of book value or fair value
         less cost to sell. Additionally, SFAS 144 expands the scope of
         discontinued operations to include all components of an entity with
         operations that (1) can be distinguished from the rest of the entity
         and (2) will be eliminated from the ongoing operations of the entity in
         a disposal transaction. SFAS 144 is effective for fiscal years
         beginning after December 15, 2001. Impairment charges of approximately
         $225,000 were provided in 2003.

         In April 2002, the FASB issued Statement of Financial Accounting
         Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS
         145). SFAS 145 eliminates extraordinary accounting treatment for
         reporting gain or loss on debt extinguishment and amends other existing
         authoritative pronouncements to make various technical corrections,
         clarify meanings, or describe their applicability under changed
         conditions. The provisions of SFAS 145 related to the rescission of
         FASB Statement No. 4 are applicable in fiscal years beginning after May
         15, 2002, the provisions related to FASB Statement No. 13 are effective
         for transactions occurring after May 15, 2002, and all other provisions
         are effective for financial statements issued on or after May 15, 2002,
         however, early application is encouraged. Debt extinguishments reported
         as extraordinary items prior to scheduled or early adoption of SFAS 145
         would be reclassified in most cases following adoption. The adoption of
         SFAS 145 did not have a material effect on the Company's financial
         position, results of operations, or cash flows.

          In June 2002, the FASB issued Statement of Financial Accounting
         Standards No. 146, "Accounting for Costs Associated with Exit or
         Disposal Activities" (SFAS 146). SFAS 146 requires the recording of
         costs associated with exit or disposal activities at their fair values
         only when a liability has been incurred. Under previous guidance,
         certain exit costs were accrued upon management's commitment to an exit
         plan, which is generally before an actual liability has been incurred.
         The requirements of SFAS 146 were effective prospectively for exit or
         disposal activities initiated after December 31, 2002. The adoption of
         SFAS 146 did not have a material effect on our financial position,
         results of operations, or cash flows.

                                       19
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others -- an
         Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of
         FASB Interpretation No. 34" (FIN 45). FIN 45 elaborates on the
         disclosures to be made by a guarantor in its interim and annual
         financial statements about its obligations under certain guarantees
         that it has issued. It also requires a guarantor to recognize, at the
         inception of a guarantee, a liability for the fair value of the
         obligation undertaken in issuing the guarantee. In general, FIN 45
         applies to contracts or indemnification agreements that contingently
         require the guarantor to make payments to the guaranteed party based on
         changes in an underlying obligation that is related to an asset,
         liability or an equity security of the guaranteed party. The
         recognition provisions of FIN 45 are effective for guarantees issued or
         modified after December 31, 2002. The disclosure requirements of FIN 45
         are effective for financial statements of interim or annual periods
         ending after December 15, 2002. The adoption of this FIN did not have a
         material effect on the Company's financial position, results of
         operations, or cash flows.,

         In December 2002, the FASB issued Statement of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation --
         Transition and Disclosure an Amendment of FASB Statement No. 123" (SFAS
         148). SFAS 148 amends SFAS 123 "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, SFAS 148 amends the
         disclosure requirements of SFAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. SFAS 148 is effective for fiscal years
         beginning after December 15, 2002. The interim disclosure provisions
         are effective for financial reports containing financial statements for
         interim periods beginning after December 15, 2002. The adoption of the
         interim disclosure provisions of SFAS 148 did not affect our financial
         position, results of operations, or cash flows.

(9)      ACQUISITIONS
         In January 2004, the Company consummated an agreement and issued
         17,000,000 shares of common stock for 60% equity positions in Time
         Bytes Limited (a U.K. company) and affiliates Time Bytes International
         Inc. (a Delaware company ) and Sports Profile Ltd. (a U.K. company) The
         acquisition was executed pursuant to a stock purchase agreement dated
         December 30, 2003 between the Company and the major shareholder of Time
         Bytes Limited.

         In August 2003, the Company entered into an acquisition agreement with
         Express Air Inc. (a California company). Due to the inability of
         Express Air, Inc. to meet the terms of the acquisition agreement, the
         agreement has been rescinded.

                                       20
<PAGE>

Item 8.  Changes In And Disagreements With Accountants on Accounting and
         Financial Disclosure

There have been no disagreements with Accountants on Accounting and Financial
Disclosure in 2003.

Item 8A. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and its Chairman, who is currently serving as the Company's principal
financial officer, to allow timely decisions regarding required disclosure based
closely on the definition of "disclosure controls and procedures in Rule
13a-14(c). In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control, objectives and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and within the participation of the Company's
management, including the Company's Chief Executive Officer and Chairman, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, the Company's Chief Executive Officer
and Chairman concluded that the Company's disclosure controls and procedures
were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

PART III

Item 9.  Directors, Executive Officers and Control Persons

The executive officers and directors of the Company during 2003 were as follows:

Name                             Age          Position Held with Registrant
-------------------              ---          -----------------------------
Barbara L. Tolley                67           Director
Charles N. Martus                82           Director
Gerfried Mueller                 60           Director
Robert L. Alexander              63           Director
Michael Posner                   44           President
Bradford L. Tolley               39           Secretary and Treasurer
Michael Bhathena                 37           Vice President

Charles N. Martus has served as a Director of the Company since February 9,
1998. Mr. Martus is a graduate of Dartmouth College, Hanover, New Hampshire in
1944, and attended Amos Tuck School. Mr. Martus was a principal in a gourmet
food operation in Manhattan from 1946 until 1990. Mr. Martus is now retired.

Dr. Gerfried Mueller has served as a Director of the Company since his
appointment on January 2, 2004. Dr. Mueller holds an undergraduate degree from
the University of Munich, as well as PhD degree and a Medical degree from the
University of Zurich, Switzerland. Dr. Mueller's career has specialized in


                                       21
<PAGE>

developing and manufacturing high-tech medical equipment that is currently being
sold all over Europe.

Robert L. Alexander has served as a Director of the Company since February 9,
1998. Mr. Alexander has been in management with Fortune 500 companies, and has
had start up responsibility with privately held corporations during his career.
Mr. Alexander was President of International Communications Systems (ICS) from
1991 to 1993. He was President of United Communications Systems (USC) from
1993-1994, a telephone reseller company in select markets. Mr. Alexander founded
his own company, Comstar International, Inc., master distributor contracts with
GE Capital Communications Services in 1994. He was recruited by Systems
Communications, Inc., as CEO responsible for operations of communications
companies acquired and merged into the public company. Since April 1997, Mr.
Alexander has been President of International Teledata Corporation, responsible
for its transition from a privately held company to a public company.

Barbara L. Tolley has served as a Director of the Company since February 9,
1998. Ms. Tolley served as Chief Executive Officer from February 9, 1998 to May,
2002. Ms. Tolley received her BA from Ohio State University in 1959. In 1975,
she founded Westchester Ltd., Inc., a privately held company specializing in
international marketing and advertising in which she held the office of
President until 1989. Ms. Tolley founded Property Intelligence, LTD, in 1990, an
international real estate marketing and consulting company. Ms. Tolley founded
Property Intelligence International, Inc., (PII), in 1992, a Real Estate online
business information and database service in collaboration with AT&T's Business
Services. Ms. Tolley is the mother of Bradford L. Tolley, Secretary and
Treasurer of the Company.

Michael Posner has been President of the Company since August, 2000. Mr. Posner
is a shareholder in the law firm of Ward, Damon, Posner & Gilbert where he has
been since 1989. He is a member of the Florida Bar. Mr. Posner received his
Juris Doctor degree in 1985 from the University of Florida.

Bradford L. Tolley has been the Secretary and Treasurer of the Company since
February 9, 1998. Mr. Tolley is a graduate of Phillips Academy in Andover,
Massachusetts in 1982, and attended Rollins College in Winter Park, Florida and
the University of London. He was employed by Westchester Ltd., Inc., as an
account executive from 1984 to 1989. From 1990-1992, Mr. Tolley was employed by
Bilfinger & Berger's American subsidiary, Fru-Con Corporation, both subsidiaries
of Dresdner Bank in Germany. From 1992-1995, Mr. Tolley was Vice President of
PII, Inc., an online business service in collaboration with AT&T. Mr. Tolley is
currently President of Tolley Investments, Inc., a privately held company. Mr.
Tolley is the son of Barbara L. Tolley.

Michael Bhathena has served as the Chief Information Officer of the Company
since February 9, 1998. Mr. Bhathena holds a B.A. in Computing & Statistics and
a masters degree in computing science, from the University of Kent in Great
Britain. Mr. Bhathena served as an assistant trader and then in the finance
department at the Hong Kong & Shanghai Banking Corporation's (HSBC) City of
London Offices from 1986-1988. Mr. Bhathena served as a voice and data
communications executive for the Infocheck Group, Ltd. from 1992-93, a pioneer
in providing on-line credit information to British companies. Mr. Bhathena was
employed and served as President of PII LTD., United Kingdom, which was an
affiliate of PII, one of the Internet Companies, from 1993-1995.

AUDIT COMMITTEE AND CODE OF ETHICS.

The Company has not formally appointed and audit committee, and the entire Board
of Directors (four persons) currently serves the function of an audit committee.
The Company has not made a determination as to whether any of its directors


                                       22
<PAGE>

would qualify as an audit committee financial expert. The Company has not yet
adopted a code of ethics applicable to its chief executive officer and chief
accounting officer, or persons performing those functions, because of the small
number of persons involved in management of the Company.

Item 10. Executive Compensation

Summary Compensation Table

Officer/Position                    Year    Salary    Bonus   Other Compensation
----------------                    ----    ------    -----   ------------------
Michael Posner                      2003       0         0           $9,000 (1)
Acting CEO

Bradford L. Tolley
Secretary, Treasurer &              2003       0         0          $24,000 (2)
Acting Chief Executive Officer

----------
(1) Represents 3,000,000 shares of restricted stock granted as of March 27, 2003
    and December 27, 2003, at an average value of $0.003.
(2) Represents 8,000,000 shares restricted stock granted on May 2, 2003 at a
    value of $0.003.

Options Granted and Options Exercised During 2003

The Company did not grant any options during the fiscal year ended December 31,
2003. None of the Company's directors or executive officers own any options to
purchase shares of the Company's common stock.

Incentive Stock Plans

In April 1998, the Company adopted the Safe Technologies International, Inc.
1998 Incentive Stock Plan. This Plan is intended to provide incentives to, and
awards for, certain eligible employees, officers, directors and consultants who
have contributed and will continue to contribute to the success of the Company.
The Incentive Stock Plan provides for the granting of nonstatutory stock
options, restricted stock grants and stock awards. The Company has reserved up
to 30,000,000 shares of common stock under the Incentive Stock Plan, consisting
of a maximum of 15,000,000 restricted stock grants and 15,000,000 stock awards.
The 1998 Stock Plan is administered by the Compensation Committee of the Board
of Directors.

In December 1999, the Company adopted the Safe Technologies International, Inc.
- Year 2000 Stock Award Plan. This Plan is intended to provide incentives to,
and awards for, certain eligible employees, officers, directors and consultants
who have contributed and will continue to contribute to the success of the
Company. The Plan provides for the granting of up to 30 million stock awards and
is administered by the Compensation Committee of the Board of Directors.

In May, 2002, the Company adopted the Safe Technologies International, Inc. -
Year 2002 Stock Award Plan. This Plan is intended to provide incentives to, and
awards for, certain eligible employees, officers, directors and consultants who
have contributed and will continue to contribute to the success of the Company.
The Plan provides for the granting of up to 30 million stock awards and is
administered by the Compensation Committee of the Board of Directors.

Under one or more of the above Plans, the Company awarded 13,350,000 shares
during 2003, 3,500,000 shares during 2002, and 4,000,000 shares during 2001, to
its officers, directors and consultants.

                                       23
<PAGE>

Director Compensation

Directors received no compensation for services rendered as members of the
Company's Board of Directors during 2003.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the number of shares
of the Company's Common Stock that are beneficially owned by (i) each executive
officer of the Company, (ii) each director of the Company and (iii) each
shareholder of the Company who owns more than 5% of the Company's Common Stock
as of December 31, 2003. An asterisk indicates beneficial ownership of less than
1% of the Company's outstanding stock. Except as otherwise indicated, each of
the shareholders listed below has voting and investment power over the shares
beneficial owned and the address of each beneficial owner is c/o the Company at
2875 S. Ocean Blvd., Palm Beach, Florida 33480. As of December 31, 2003, there
were issued and outstanding 886,426,599 shares of the Company's common stock.

Name of
Beneficial Owner        Shares Beneficially Owned             Percent of Class
----------------        -------------------------             ----------------
Ruth Deutsch (1)                    225,870,657                      25.4%
Shareholder

Franklin Frank (1)                  225,870,657                      25.4%
Shareholder

Barbara L. Tolley (2)               236,301,066                      26.6%
Director

Michael Posner                        3,800,000                      *
President

Brad L. Tolley                        8,000,000                      *
Secretary, Treasurer
Acting CEO

Michael Bhathena                        753,000                      *
Vice President

Charles N. Martus                       400,000                      *
Director

All Officers and Directors
as a group (7 persons)              249,254,066                      28.1%

----------
(1) Includes 34,000,000 shares held by LVDB, Inc., a corporation controlled by
    Franklin Frank, Ms. Deutsch's husband, 34,000,000 shares held by Franklin
    Frank, 4,000,000 shares by Lenore Hardy, Mr. Frank's daughter, and 2,000,000
    shares owned by Charles Frank, Mr. Frank's son. Ms. Deutsch disclaims any
    beneficial interest in the shares held by her husband.
(2) Represents 235,501,066 shares held by The Lang Family Trust, of which
    Barbara L. Tolley is Trustee, and 800,000 shares held by the estate of Jack
    W. Tolley, Ms. Tolley's late husband.

                                       24
<PAGE>

Item 12. Certain Relationships and Related Party Transactions

In 2002 and 2003, the Company purchased services from Tolley Investments, a
company owned by Bradford L. Tolley, acting CEO and Secretary/Treasurer of the
Company. The services purchased were primarily secretarial, IT personnel, and
miscellaneous office supplies, telephone, expenses, courier and postage. The
total amount owed to Tolley Investments for these services was $58,087 as of
December 31, 2004, consisting of $22,087 carried forward from previous years and
$36,000 for services purchased during 2003.

Item 13. Exhibits and Reports on Form 8-K

         (a)      Exhibit Index

         31.1  Certification of principal executive officer

         31.2  Certification of principal financial officer


         (b)      Reports on Form 8-K.

The Company filed no Reports on Form 8-K during the quarter ended December 31,
2003.

Item 14. Principal Accountant Fees and Services.

AUDIT FEES.

The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $17,000 in
2002 and $16,875 in 2003.

TAX FEES.

The aggregate fees billed to the Company for professional services rendered for
completion of the Company's tax returns was $750 in 2002 and $750 in 2003.



                                       25
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


SAFE TECHNOLOGIES INTERNATIONAL, INC.

By:  /s/ Michael  Posner
       -----------------------------------------
      Michael Posner, President
Date:    March 30, 2004


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By: /s/ Michael Posner
       ------------------------------------------
      Michael Posner, President (principal executive officer)
Date:    March 30, 2004


By: /s/Barbara L. Tolley
       ------------------------------------------
      Barbara L. Tolley, Director and acting principal financial officer
Date:    March 30, 20004


By: /s/ Charles N. Martus
      ------------------------------------------
       Charles N. Martus, Director
Date:    March 30, 2004


By: /s/ Robert L. Alexander
      ------------------------------------------
       Robert L. Alexander, Director
Date:     March 30, 2004


By: /s/ Gerfried Mueller
      ------------------------------------------
       Gerfried Mueller, Director
Date:     March __, 2004

                                       26