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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2006

                                -----------------

[ ] 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                (IRS Employer Identification No.)
of incorporation or organization)

123 NW 13 Street, Suite 30408, Boca Raton, FL           33432
---------------------------------------------           -----
  (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 $.00001 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
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 $27,450.

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 27, 2007, was approximately $579,383.

The number of shares outstanding of the issuer's common stock, as of March 27,
2007, was 932,631,602.

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

<PAGE>

PART I

Item 1.  Business

Business Development. We were incorporated in Delaware on August 1, 1987 as Safe
Aid Products Incorporated. On February 9, 1998, we acquired Intelligence Network
International, Inc., pursuant to a reverse merger and changed our name to Safe
Technologies International, Inc. After the merger, our business consisted of a
broad range of internet and technology based services and products, operated
through various subsidiaries.

From 1998 through 2001, we focused on developing and acquiring, as subsidiaries,
companies operating in the e-commerce industry. Acquisitions included Internet
Associates International, Inc. ("IAI"), which remains an active subsidiary, and
three related companies known as Connect.ad, Inc., Connect.ad Services, Inc.,
and Connect.ad of South Florida, Inc., which are no longer active. All
acquisitions were purchased with our stock. As competition intensified in the
e-commerce industry, we turned our efforts toward acquisitions in other
technological and related industries. We entered into several agreements with
foreign consultants in order to increase the number of business candidates that
might result in potential acquisitions.

In March 2002, we merged one of our wholly owned subsidiaries, Internet
Commerce, Inc. ("ICI") with ProCon Systems, ApS, which provided information
technologies services to the global travel industry. As a result of the merger,
we owned eight percent of ProCon. However, ProCon's funding commitment was not
fulfilled, its business foundered, and we have written off our investment in
ProCon.

In May 2002, we merged another of our wholly owned subsidiaries, Connect.Ad of
South Florida, Inc., with Agenesis, Inc., which intended to create a public
trading market for its business. 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 notified us that they had
decided not to proceed with their plans to become a publicly trading company. As
a result, the other stockholders of Agenesis have returned to us 100% ownership
of Agenesis.

In August 2003, we entered into a Stock Purchase Agreement with a Bruce Ross,
dba Express Air, to acquire a 60% ownership interest in Express Air in return
for common stock. Express Air operated a same-day air delivery service for time
sensitive items in Southern California. However, Express Air was not able to
deliver to us the audited financial statements required under the Stock Purchase
Agreement and, as a result, we did not complete the transaction.

On December 30, 2003, we entered into a Stock Purchase Agreement with Time Bytes
LTD, a British company, for 60% ownership of Time Bytes and its affiliates, Time
Bytes International, Inc., and Sports Profile LTD. Our purchase price was


                                       1
<PAGE>

payable in common stock. Time Bytes offered a unique DVD product containing
specialized content that was researched, selected, and produced onto a DVD. The
transaction closed in January 2004, when we received their audited financial
statements, and we made our initial stock payments to the sellers. However,
additional due diligence brought to light additional facts which we found to be
unacceptable. As a result, we terminated the acquisition, made no further
payments and demanded the return of our initial payment. We have received the
return of only a portion of our initial payment.

Current Business. We are now a holding company with one active and three
inactive wholly-owned subsidiaries. Our active subsidiary is Internet Associates
International, Inc. ("IAI"). IAI is a website hosting company.

We continue to be receptive to possible acquisition candidates, but have not yet
been presented with an opportunity worthy of presenting for Board of Director
and/or shareholder approval.

Our search for business opportunities has been slowed because Universal Equity
Holdings LLC, which purchased approximately 24% of our outstanding stock in
2004, has been unable to transfer of record the shares that it purchased. Since
this could have a material effect on any shareholder vote which may be required
in connection with a business opportunity, we are working with Universal Equity
Holdings to rectify this situation so we can become more active in our search
for business opportunities.

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 merchants, as well as with thousands of web sites
operated by individuals, the government and educational institutions. As a
result, we are no longer focused on acquiring e-commerce related businesses.

Employees. As of March 27, 2007, we have no employees. Our administrative
functions are fulfilled through contractual services provided by our Secretary
and acting Chief Executive Officer.

Item 2.  Description of Property

Our executive offices are located at 123 NW 13 Street, Suite 30408, Boca Raton,
FL 33432, where we lease approximately 700 square feet of office space. IAI
currently shares our office space. We pay rent of approximately $426 per month.

Item 3.  Legal Proceedings

The company is not a party to any legal proceedings involving any claim against
the company.

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

No matters were submitted to a vote by security holders during 2006.



                                       2
<PAGE>

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
                     ------                     --------
                     2005
                  1st Quarter                  .010/.0025
                  2nd Quarter                  .011/.0026
                  3rd Quarter                  .009/.0025
                  4th Quarter                  .0015/.0012

                     2006
                  1st Quarter                  .0028/.0023
                  2nd Quarter                  .0025/.0010
                  3rd Quarter                  .0029/.0012
                  4th Quarter                  .0023/.0012

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 27, 2007 was .00125 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.

Holders of Record

As of March 27, 2007, 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 retain any earnings in
order to finance the development of our business.

Recent Sales of Unregistered Securities.

None

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


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<PAGE>

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
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, 2006 & 2005

For the years ended December 31, 2006 and 2005, the Company recorded revenues of
$27,450 and $29,847 respectively. The decrease from 2005 to 2006 is due to
declining revenues from IAI, our operating subsidiary, as a result of
competitive pressures. Nonetheless, our operational costs increased from $14,390
in 2005 to $22,975 in 2006. As a result, our gross profit decreased from $15,457
in 2005 to $4,475 in 2006.

Our sales and general and administrative expenses decreased from $114,986 in
2005 to $102,128 in 2006, primarily because of reductions in expenses because of
our decreasing business activity. As a result, our operating loss decreased
slightly from $99,529 in 2005 to $97,653 in 2006.

Because our continuing operation is being funded by loans from a major
shareholder, our interest expense has been increasing, from $113,004 in 2005 to
$137,593 in 2006. The shareholder has been allowing interest to accrue,
foregoing current payment, because of the limited funds available to the
company. In 2005, we wrote off the remaining value of our intangible copyright
and trademark assets, in the amount of $50,000, reflecting the fact that we
don't expect to realize any significant revenues from these assets. Primarily
because that write off was not repeated in 2006, our net loss for 2006 was
$235,246, compared to $253,067 in 2005.

LIQUIDITY/WORKING CAPITAL

At December 31, 2006, the company had total assets of $14,844, and a working
capital deficit of $1,390,070, compared to a working capital deficit of
$1,157,154 as of December 31, 2005. The increase in working capital deficit is
the result of the losses we incurred in 2006, which were funded by loans from a
major shareholder.

There can be no assurance that our financial condition will improve. We continue
to evaluate our options for raising additional working capital, but in order to
do so we must increase our base of business operations. Meanwhile, we are
dependant upon funding from one of our major shareholders to meet expenses.

                                       4
<PAGE>

NET OPERATING LOSS CARRY-FORWARDS

We have net operating loss carry-forwards of approximately $6,800,000 with the
latest expiring $235,000, $237,000, $418,000, $368,000, and $436,000 at December
31, 2021, 2022, 2023, 2024, and 2025, respectively. The Company has established
a one hundred percent (100%) valuation allowance against this deferred tax
asset, 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 continuing losses from operations. As of
December 31, 2006, we had negative working capital of $1,390,070, which raises
substantial doubt about our ability to continue as a going concern.

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.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

RISK FACTORS

OUR OPERATING SUBSIDIARY, IAI, IS ENGAGED IN PROVIDING SUPPORT TO THOSE INVOLVED
IN COMMERCE ON THE INTERNET platform. The viability of IAI's customers is
dependent upon their success in e-commerce. Customers unable to compete in
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. We expect to incur significant
operating expenses as we search for suitable businesses in which to become
involved. 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 may need to raise
additional funds through the issuance of equity, equity-related or debt
securities.

OUR BUSINESS STRATEGY OF GROWTH THROUGH BUSINESS COMBINATIONS LEADS TO UNKNOWN
AND UNQUANTIFIABLE RISKS. We are attempting to expand our 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 for disruption of ongoing
business, the inability to retain key technical and managerial personnel, the


                                       5
<PAGE>

inability of management to maximize our financial and strategic position through
the successful integration of acquired businesses, additional expenses
associated with amortization of acquired intangible assets, the maintenance of
uniform standards, control and policies and the impairment of relationships with
existing employees and customers. There can be no assurance that we will be
successful in overcoming these risks or any other problems encountered in
connection with such business combinations, investments, joint ventures or other
strategic alliances.

OUR SUCCESS DEPENDS IN LARGE PART UPON THE EFFORTS OF THE FEW INDIVIDUALS WHO
SERVE ON OUR BOARD AND AS MANAGEMENT, NONE OF WHOM ARE FULL TIME EMPLOYEES.
These individuals may not be able to fulfill their responsibilities adequately
and may not remain with us. The loss of the services of any of our directors and
officers could hurt our business.

OUR SHARES ARE CLASSIFIED AS "PENNY STOCK," WHICH WILL MAKE IT MORE DIFFICULT TO
SELL THAN EXCHANGE-TRADED STOCK. Our common stock is subject to the Securities
and Exchange Commission rule that imposes special sales practice requirements
upon broker-dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets
exceeding $5,000,000 or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market that may develop.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks". A "penny stock" is any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the
Securities and Exchange Act of 1934, as amended. The rules may further affect
the ability of owners of our shares to sell their securities in any market that
may develop for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:

     o   control of the market for the security by one or a few broker-dealers
         that are often related to the promoter or issuer;
     o   manipulation of prices through prearranged matching of purchases and
         sales and false and misleading press releases;
     o   "boiler room" practices involving high pressure sales tactics and
         unrealistic price projections by inexperienced sales persons;
     o   excessive and undisclosed bid-ask differentials and markups by selling
         broker-dealers; and
     o   the wholesale dumping of the same securities by promoters and
         broker-dealers after prices have been manipulated to a desired level,
         along with the inevitable collapse of those prices with consequent
         investor losses.

                                       6
<PAGE>

CONCENTRATION OF OWNERSHIP MAY REDUCE THE CONTROL BY OTHER SHAREHOLDERS. Our two
largest shareholders own approximately 50% of our voting stock. As a result,
other investors in our common stock may not have much influence on corporate
decision-making.

OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
OF SHAREHOLDERS. In connection with any acquisition, we may issue additional
shares. Any additional issuances of common stock by us from our authorized but
unissued shares will have the effect of diluting the percentage interest of
existing shareholders.

WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE
FUTURE, WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY. We have not
paid dividends on our common stock and do not anticipate paying dividends on our
common stock in the foreseeable future. The board of directors has sole
authority to declare dividends payable to our stockholders. The fact that we
have not and do not plan to pay dividends indicates that we must use all of our
funds generated by operations for reinvestment in our operating activities.

IT IS POSSIBLE THAT WE MAY MAKE ONE OR MORE ACQUISITIONS IN THE INTERNATIONAL
MARKET. Any such acquisitions would expose us to political and economic
uncertainties, including, among other things, inflation , governmental
instability, transportation, tariffs, export controls, government regulation,
currency exchange rate fluctuations, foreign exchange restrictions that limit
the repatriation of investments and earnings, changes in taxation, hostilities
or confiscation of property. Changes related to these matters could have a
material adverse effect on the Company.

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.

Item 7.  Financial Statements

Financial statements and supplementary data are set forth on pages F-1 through
F-8.

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 2006.

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


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<PAGE>

financial officer, to allow timely decisions regarding required disclosure based
closely on the definition of "disclosure controls and procedures in Rule
13a-15(f). 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.

As of the end of the period covered by this report, based on an evaluation of
the Company's controls and procedures, the Company's Chief Executive Officer and
principal financial officer 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, during the
last fiscal quarter.

PART III

Item 9.  Directors, Executive Officers and Control Persons

The executive officers and directors of the Company are listed below. Each
director was appointed for a term of one year and until their successor is duly
elected.

NAME                       AGE              POSITION HELD WITH REGISTRANT
----                       ---              -----------------------------
Valda Reinbergs            55               Director, Secretary
Randi Swatt                47               Director, acting Chief Executive
                                            Officer
Bruce E. Taylor            52               Director
Glenn Wistey                                Director

Valda Reinbergs has served as a Director and Secretary of the Company since
November 12, 2004. Ms. Reinbergs provides accounting services, on an independent
basis, to various small companies.

Randi Swatt has served as a Director and acting Chief Executive Officer of the
Company since August 13, 2004. Ms. Swatt is owner of EC Affiliates LLC, a
consultant to sales and marketing organizations. From March 2002 until November
2003, Ms. Swatt was Chief Operating Officer of The Chabrra Group, which provided
operational and management services for commonly owned companies. From February
2004 through July 2004 Ms. Swatt was a Director of Internet Logistix, GmhB
located in Germany. From May 2003 through February 2004, Ms. Swatt was a
Director of Chhabra International, Ltd., located in Dublin Ireland. Ms. Swatt
was President of Internet Associates International, Inc., a web site development
and hosting company, from its inception in 1998 until her resignation in March
2002. Internet Associates International was acquired by us in February 1999.

Bruce E. Taylor has served as a Director since August 2004. From 1996 to 1999,
when the company was sold, Mr. Taylor was President of Telesys, Inc., a
consultant to telecommunications companies. Since then, Mr. Taylor has been an
independent business consultant, primarily to the telecommunications industry.

                                       8
<PAGE>

Glenn Wistey has been a Director since August 2004. We have lost contact with
Mr. Wistey and, as a result, we are considering recommending shareholder action
to remove him from the Board.

AUDIT COMMITTEE AND CODE OF ETHICS.

We have not formally appointed an audit committee, and the entire Board of
Directors currently serves the function of an audit committee. Because of the
small number of persons involved in management of the Company, we do not have an
audit committee financial expert serving on our Board. We have not yet adopted a
code of ethics applicable to our chief executive officer and chief financial
officer, or persons performing those functions, because of the small number of
persons involved in management of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers, and beneficial owners of more than ten
percent of our stock, are required by Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), to report to the SEC their
transactions in, and beneficial ownership of, our common stock, including any
grants of options to purchase common stock.

In July 2004, Universal Equity Holdings LLC purchased 225,000,000 shares of our
common stock, representing approximately 24.3% of our outstanding stock. We have
made diligent efforts to contact Universal Equity, but to date it has not filed
any reports with the SEC.

None of our directors have yet filed with the SEC the Form 3 required of them as
a director. To our knowledge, none of them have bought or sold any of our stock
since their appointment as directors.

Item 10. Executive Compensation

The following table sets forth all compensation paid or earned for services
rendered to the Company in all capacities during the years ended December 31,
2006, 2005 and 2004, by our president (the "Named Officers"). No other executive
officer received total annual salary, bonus and other compensation in excess of
$100,000 in those periods.

<TABLE>
<CAPTION>
                                                        ----------------------------------------------------
                                                                   ANNUAL COMPENSATION
-------------------------------------------- ---------- ----------------- ---------------- -----------------
                                                                                           OTHER
                                                                                           ANNUAL COMPEN-
NAME AND PRINCIPAL POSITION                  YEAR       SALARY ($)        BONUS ($)        SATION ($)
-------------------------------------------- ---------- ----------------- ---------------- -----------------
<S>                                          <C>             <C>              <C>              <C>
Randi Swatt (acting CEO)(1)                  2006            0                0                0
                                             2005            0                0            10,425 (3)
                                             2004            0                0                0
-------------------------------------------- ---------- ----------------- ---------------- -----------------
Bradford L. Tolley (Acting CEO)(2)           2004            0                0            100,000(4)
-------------------------------------------- ---------- ----------------- ---------------- -----------------
</TABLE>
----------
(1) Randi Swatt was appointed acting CEO on August 13, 2004

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<PAGE>

(2) Bradford L. Tolley was acting CEO from August 2002 until his resignation on
    August 4, 2004. Mr. Tolley also served as Vice President, Secretary and
    Treasurer.

(3) Represents 6,950,000 shares of restricted common stock, valued at $.0015 per
    share.

(4) Represents 20,000,000 shares of restricted common stock, valued at $.0035
    per share, and 10,000,000 shares of unrestricted common stock valued at
    $.003 per share.

Options Granted and Options Exercised During 2006

The Company did not grant any options during the fiscal year ended December 31,
2006. None of the Company's directors or executive officers own any options to
purchase shares of the Company's common stock.

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, 2006. 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
123 NW 13 Street, Suite 30408, Boca Raton, FL 33432. As of December 31, 2006,
there were issued and outstanding 932,631,602 shares of the Company's common
stock.

NAME AND ADDRESS OF                 SHARES                             PERCENT
BENEFICIAL OWNER                    BENEFICIALLY OWNED                 OF CLASS
-------------------                 ------------------                 --------
Ruth Deutsch(1)                       225,870,657                         24.2
123 NW 13 Street, Suite 30408
Boca Raton, FL 33432
Shareholder

Franklin Frank (1)                    225,870,657                         24.2
123 NW 13 Street, Suite 30408
Boca Raton, FL 33432
Shareholder

Universal Equity Holdings LLC         225,000,000                         24.1
4456 Bliss Road
Sarasota, FL 34233
Shareholder

Valda Reinbergs                         8,264,161(2)                         *
123 NW 13 Street, Suite 30408
Boca Raton, FL 33432
Director and Secretary

Randi Swatt                             9,990,370                          1.1
123 NW 13 Street, Suite 30408
Boca Raton, FL 33432
Director and acting CEO


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<PAGE>


NAME AND ADDRESS OF                 SHARES                             PERCENT
BENEFICIAL OWNER                    BENEFICIALLY OWNED                 OF CLASS
-------------------                 ------------------                 --------
Bruce E. Taylor                                 0                            *
523 Michigan Ave.
Lakeland, FL 33801
Director

Glenn Wistey                                    0(3)                         *
Address unknown

All Officers and Directors
as a group (4 persons)                 18,254,531                          2.0
----------
(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 shares held by Ms. Reinbergs' husband.

(3) This information is presented to the best of our knowledge, since we have
    not been able to contact Mr. Wistey.

EQUITY COMPENSATION PLAN INFORMATION

In May, 2002, our Board of Directors 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. The issuance of stock under the Plan was registered with the
Securities and Exchange Commission in a Form S-8 Registration Statement.

                                       11
<PAGE>

The following table sets forth information regarding the stock available for
issuance under our Year 2002 Stock Award Plan as of the year ended December 31,
2006:

<TABLE>
<CAPTION>

------------------------------- ---------------------------- ------------------------ --------------------------------
                                            (A)                        (B)                          (C)
------------------------------- ---------------------------- ------------------------ --------------------------------
                                        NUMBER OF
                                    SECURITIES TO BE            WEIGHTED-AVERAGE
                                  ISSUED UPON EXERCISE OF       EXERCISE PRICE OF
                                   OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,    NUMBER OF SECURITIES REMAINING
        PLAN CATEGORY               WARRANTS AND RIGHTS        WARRANTS AND RIGHTS    AVAILABLE FOR FUTURE ISSUANCE
------------------------------- ---------------------------- ------------------------ --------------------------------
<S>                                          <C>                       <C>                           <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS                 0                         N/A                           0
------------------------------- ---------------------------- ------------------------ --------------------------------
EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS                 0                         N/A                           0
------------------------------- ---------------------------- ------------------------ --------------------------------
TOTAL                                        0                         N/A                           0
------------------------------- ---------------------------- ------------------------ --------------------------------
</TABLE>

Item 12. Certain Relationships and Related Party Transactions

Franklin Frank and/or entities controlled by him have lent us money from time to
time in order to fund our operations. In addition, Mr. Frank and/or affiliates
purchased two notes given by us to former officers for loans to us. The total
amount we now owe to Mr. Frank and/or affiliates is $1,255,934 as of December
31, 2006.

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibit Index

31.1     Rule 13a-14(a)/15d-14(a) Certification - acting Chief Executive Officer

31.2     Rule 13a-14(a)/15d-14(a) Certification - acting Chief Financial Officer

32       Section 1350 Certifications

(b) Reports on Form 8-K.

The Company filed no Reports on Form 8-K during the quarter ended December 31,
2006.

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 $24,000 in
2005 and $24,000 in 2006.

TAX FEES.

The aggregate fees billed to the Company for professional services rendered for
completion of the Company's tax returns was $925 in 2005 and $850 in 2006.

                                       12
<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/ Randi Swatt
-------------------
Randi Swatt, acting Chief Executive Officer
Date: March 30, 2007

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/ Randi Swatt
-------------------
Randi Swatt, Director, acting Chief Executive Officer and acting Chief Financial
Officer (principal executive officer and principal financial officer) Date:
March 30, 2007

By: /s/ Valda Reinbergs
-----------------------
Valda Reinbergs, Director
Date: March 30, 2007

By:
-----------------------
Bruce E. Taylor, Director
Date:

                                       13


<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2006

<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.

                                TABLE OF CONTENTS

                                DECEMBER 31, 2006

                                                                           PAGE
                                                                           ----

Accountant's Audit Report                                                  F-1

Financial Statements

     Balance Sheet                                                         F-2

     Statement of Operations                                               F-3

     Statement of Stockholders' Equity (Deficit)                           F-4

     Statement of Cash Flows                                               F-5

Notes to Financial Statements                                            F-6-F-9

<PAGE>

                              BAUM & COMPANY, P.A.
                          1515 UNIVERSITY DR. SUITE 226
                             CORAL SPRINGS FL 33071

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Safe Technologies International Inc.

We have audited the accompanying consolidated balance sheets of Safe
Technologies International Inc. as of December 31, 2006 and 2005, 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Safe Technologies
International Inc. as of December 31, 2006 and 2005 and the consolidated results
of its operations and its cash flows for the years then ended in conformity with
United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company has experience a loss in 2006 and 2005 and
cumulatively since inception. The Company's financial position and operating
results raise substantial doubts about its ability to continue a going concern.
Management's plans concerning these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Baum & Company PA
Coral Springs, Florida
March 15, 2007

                                      F-1
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                                         2006            2005
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
                                 ASSETS
CURRENT ASSETS
  Cash                                                               $     9,948     $     4,294
  Accounts receivable, net of allowance for doubtful accounts of
  $1,500 and $18,909 at December 31, 2006 and 2005 respectively            4,003           4,744
                                                                     -----------     -----------
     Total current assets                                                 13,951           9,038
                                                                     -----------     -----------

PROPERTY AND EQUIPMENT
  Furniture, fixtures, and equipment                                       6,801           6,801
  Less: Accumulated depreciation                                          (6,801)         (6,801)
                                                                     -----------     -----------
     Total property and equipment                                             --              --
                                                                     -----------     -----------

OTHER ASSETS
  Deposits                                                                   893           1,278
  Other assets, net                                                           --           1,945
                                                                     -----------     -----------
     Total other assets                                                      893           3,223

                                                                     -----------     -----------
Total Assets                                                         $    14,844     $    12,261
                                                                     ===========     ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                  146,787          30,455
  Notes and loans payable                                              1,255,934       1,132,934
  Deferred revenue                                                         1,300           2,803
                                                                     -----------     -----------

     Total current liabilites                                          1,404,021       1,166,192
                                                                     -----------     -----------

Total liabilites                                                       1,404,021       1,166,192
                                                                     -----------     -----------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, $.00001 par value, 999,999,000 shares authorized;          9,326           9,326
  932,631,602 shares issued and outstanding at
  December 31, 2006 and December 31, 2005, respectively
  Additional paid-in capital                                           7,441,803       7,441,803
  Subscriptions received                                                  12,000          12,000
  Retained earnings (deficit)                                         (8,852,306)     (8,617,060)
                                                                     -----------     -----------

     Total stockholders' equity (deficit)                             (1,389,177)     (1,153,931)
                                                                     -----------     -----------

Total Liabilities and Stockholders' Equity (Deficit)                 $    14,844     $    12,261
                                                                     ===========     ===========
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                      F-2
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                            2006               2005
                                                        -------------     -------------
<S>                                                     <C>               <C>
REVENUES

  Sales, net of customer returns                        $      27,450     $      29,847
                                                        -------------     -------------

     Net sales                                                 27,450            29,847
                                                        -------------     -------------

COST OF OPERATIONS

  Cost of operations                                           22,975            14,390
                                                        -------------     -------------

     Total cost of operations                                  22,975            14,390
                                                        -------------     -------------

Gross Profit                                                    4,475            15,457
                                                        -------------     -------------

OPERATING EXPENSES

  Selling, general and adminstrative expenses                 102,128           114,986
                                                        -------------     -------------
     Total operating expenses                                 102,128           114,986
                                                        -------------     -------------

Operating income (loss)                                       (97,653)          (99,529)
                                                        -------------     -------------

OTHER INCOME (EXPENSE)

  Interest expense                                           (137,593)         (113,004)
  Loss on asset retirements                                        --            (2,434)
  Trademark and copyright imparement                               --           (50,000)
  Return of common stock previously expensed                       --            11,900
                                                        -------------     -------------

     Total other income (expense)                            (137,593)         (153,538)
                                                        -------------     -------------

Loss before provision for income taxes                       (235,246)         (253,067)
Income taxes                                                       --                --
                                                        -------------     -------------

Net income (loss)                                       $    (235,246)    $    (253,067)
                                                        =============     =============

Net income (loss) per common share, basic               $          (0)    $          (0)
                                                        =============     =============

Weighted average number of common shares outstanding      930,131,053       930,131,053
                                                        =============     =============
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                      F-3
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                DECEMBER 31, 2006
<TABLE>
<CAPTION>
                                                                       ADDITIONAL
                                      NUMBER OF         COMMON           PAID-IN           SUBS.       ACCUMULATED
                                       SHARES           STOCK            CAPITAL         RECEIVED         DEFICIT
                                    ------------     ------------     ------------     ------------    ------------
<S>                                  <C>             <C>              <C>              <C>             <C>
BALANCE, December 31, 2004           927,381,602     $      9,274     $  7,443,330     $     12,000    $ (8,363,993)

  Return of stock based expenses      (1,700,000)             (17)         (11,883)

  Stock based compensation             6,950,000               69           10,356
  Net loss                                                                                                 (253,067)
                                    ------------     ------------     ------------     ------------    ------------
BALANCE, December 31, 2005           932,631,602            9,326        7,441,803           12,000      (8,617,060)

  Net loss                                                                                                 (235,246)
                                    ------------     ------------     ------------     ------------    ------------
BALANCE, December 31, 2006           932,631,602     $      9,326     $  7,441,803     $     12,000    $ (8,852,306)
                                    ============     ============     ============     ============    ============
</TABLE>
    The accompanying notes are an intergral part of the financial statements

                                      F-4
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                                    2006          2005
                                                                  ---------     ---------
<S>                                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                 $(235,246)    $(253,067)
Adjustments to reconcile net (loss) to net cash provided by
operating activities:
  Depreciation and amortization                                          --         3,000
  Bad debt expense                                                    7,686         8,263
  Trademark and copyright impairment                                     --        50,000
  Loss on asset retirement                                               --         2,433
  Recovery of stock based expenses                                  (11,900)
  Stock based compensation                                               --        10,425

Changes in operating assets and liabilites:
  (Increase) decrease in accounts receivable                            741        (5,056)
  (Increase) decrease in other assets                                 2,330        (1,611)
  Increase (decrease) in accounts payable and accrued expenses      (21,260)      (20,142)
  Increase (decrease) in accrued interest                           129,906       113,009
  Increase (decrease) in deferred revenue                            (1,503)         (218)
                                                                  ---------     ---------

Net cash provided (used) by operating activities                   (117,346)     (104,864)
                                                                  ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided (used) by investing activities                         --            --
                                                                  ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in shareholders loans                                    123,000        94,000
                                                                  ---------     ---------

Net cash provided (used) by financing activities                    123,000        94,000
                                                                  ---------     ---------

Net increase (decrease) in cash                                       5,654       (10,864)
CASH and equivalents, beginning of period                             4,294        15,158
                                                                  ---------     ---------

CASH and equivalents, end of period                               $   9,948     $   4,294
                                                                  =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of taxes in cash                                          $      --     $      --
                                                                  =========     =========
Expenses paid with common stock                                   $      --     $  10,425
                                                                  =========     =========
Payment of interest in cash                                       $      --     $      --
                                                                  =========     =========
</TABLE>
    The accompanying notes are an intergral part of the financial statements

                                      F-5
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies
         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.


                                      F-6
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies (Continued)

         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. Fixed assets were fully
         depreciated for the year ended December 31, 2005.

         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.

         i) Advertising.-
         Advertising costs, which are included in selling, general and
         administrative expenses, are expensed as costs are incurred.

         j) Deferred revenue-
         Deferred income arises in the normal course of business from the
         billing for web site contracts and advance payments for services.

(2) 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 $
235,246 for the twelve months ended December 31, 2006, $ 253,067 for the year
ended December 31, 2005, and the total cumulative loss of approximately
$8,852,000. 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.

(3) 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 $ 6,800,000
         with the latest expiring $ 235,000, $ 237,000, $ 418,000, $ 368,000,
         and $436,000 at December 31, 2021, 2022, 2023, 2024 and 2025,
         respectively. The Company has established a 100% valuation allowance
         against this deferred tax asset, as the Company has no history of
         profitable operations.

                                      F-7
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) Income Taxes Continued.

         The differences between Federal income tax rates and the effective
income tax rates are:

                                             DECEMBER 31,2006   DECEMBER 31,2005
                                             ----------------   ----------------
         Statutory federal income tax rate            34%                34%
         Valuation allowance                         (34)               (34)
                                                     ---                ---
         Effective tax rate                           --                 --

(4) Stockholders' Equity.
         The Company has authorized 999,999,000 shares of $.00001 par value
         common stock, with 932,631,602 shares issued and outstanding. Rights
         and privileges of the preferred stock are to be determined by the Board
         of Directors prior to issuance.

         In May 2005, the company issued 6,950,000 shares of common stock valued
         at $10,425 for officers' compensation that had been accrued.

         In 2005, 1,700,000 shares of common stock, valued at $11,900 was
         returned from a rescinded 2004 acquisition.

(5) Commitments and Contingencies.-
         The Company rents office space in Boca Raton, Florida under an annual
         lease that commenced in October 2005. The total rent for 2006 was
         $5,155 and $15,933 in 2005. Future lease expenses are approximately $
         3,900 in 2007.

(6) Short-Term Debt.
         At December 31, 2006 and December 31, 2005, total short-term debt
         consisted of the following:

                                               December 31,   December 31,
                                                   2006          2005
                                               ------------   ------------
         12% Notes and Loans payable to a
         shareholder and related affiliates,
         unsecured, and due upon demand.
         Upon default, the notes become due
         immediately at an interest
         rate of 18%.                            $1,255,934   $1,132,934
                                                 ----------   ----------
         Total short-term notes                  $1,255,934   $1,132,934
                                                 ==========   ==========

         Interest expense for 2006 was $ 137,593 and $113,004 for 2005. All the
         balances were accrued and unpaid. The 2005 accrual had been added to
         the loan principle by December 31 2005.

                                      F-8
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) Recent Accounting Pronouncements

         In September 2006, the FASB issued SFAS No. 157, Fair Value
         Measurements ("SFAS No. 157"), which defines fair value, establishes a
         framework for measuring fair value in generally accepted accounting
         principles and expands disclosures about fair value measurements. SFAS
         No. 157 is effective for fiscal years beginning after November 15,
         2007, and interim periods within those fiscal years. The Company is
         currently assessing the impact the adoption of SFAS No. 157 will have
         on its consolidated financial position and results of operations.

         In June 2006, the FASB issued Interpretation No. 48, Accounting for
         Uncertainty in Income Taxes: An Interpretation of FASB Statement No.
         109 ("FIN No. 48"). This interpretation clarifies the accounting for
         uncertainty in income taxes recognized in an entity's financial
         statements in accordance with SFAS No. 109. FIN No. 48 prescribes a
         recognition threshold and measurement principles for the financial
         statement recognition and measurement of tax positions taken or
         expected to be taken on a tax return. This interpretation is effective
         for fiscal years beginning after December 15, 2006 and as such, the
         Company will adopt FIN No. 48 on January 1, 2007. The Company does not
         expect the adoption of FIN No. 48 to have a material effect on its
         consolidated financial position and results of operations.

         In February 2007, the FASB issued SFAS No., 159, The Fair Value Option
         for Financial Assets and Financial Liabilities, including an amendment
         to FASB Statements No. 115 ("SFAS No. 159"). SFAS No. 159 permits
         entities to choose to measure many financial instruments, and certain
         other items, at fair value that are not currently required to be
         measured at fair value. SFAS No. 159 is effective as of the beginning
         of an entity's first fiscal year that begins after November 15, 2007;
         however early adoption is permitted. The Company does not expect the
         adoption of SFAS No. 159 to have a material effect on its consolidated
         financial position and results of operations.

                                      F-9