SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

                   For the Fiscal Year Ended November 30, 1996
                         Commission File Number 0-17746


                         SAFE AID PRODUCTS INCORPORATED
-------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          Delaware                                           22-2824492       
----------------------------------            ---------------------------------
(State or other jurisdiction of                     (I.R.S. Employer ID. Number
 incorporation or organization)                 
                                                
c/o Lazer, Aptheker, Feldman,                   
  Rosella & Yedid, LLP                                                        
225 Old Country Road, Melville, NY                            11747
----------------------------------            ---------------------------------
    (Address of principal                                  (Zip Code)          
     executive offices)                             
                                                
Registrant's telephone no., including area code (516) 364-3887
                                                --------------

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

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

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.  Yes __X__   No _____.

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

         Issuer's revenues for the most recent fiscal year were $19,647.

          The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $2,957,311 on November 28, 1997 (based on
the average bid and ask price of the Registrant's common stock on November 28,
1997 of $.0057 and $.0059, respectively).

         The approximate number of shares outstanding of the Registrant's common
stock on November 28, 1997 was 705,477,200. The approximate number of "A"
Warrants outstanding as of November 30, 1996 was 72,272,800 convertible into
72,272,800 shares of common stock at $.02 per share. Each outstanding A Warrant,
upon exercise, will result in the issuance of one redeemable "B" Warrant. As of
November 30, 1996 there were approximately 2,727,200 B Warrants outstanding
exercisable into 2,727,200 shares of common stock at $.05 per share.

Transitional Small Business Disclosure Format (check one):
Yes __X__    No _____


<PAGE>

                                EXPLANATORY NOTE

     This Amendment to the report on Form 10-KSB for the fiscal year ended
November 30, 1996 ("1996 Annual Report") of Safe Aid Products, Inc. ("Safe Aid")
is being filed by Safe Aid to amend Part F/S-Financial Statements and
Supplementary Data. The purpose of this Amendement is to include the report
dated February 14, 1995 (the "Report"), of Marcum & Kliegman LLP ("Marcum &
Kliegman"), on Safe Aid's financial statements for the fiscal year ended
November 30, 1994 and the period from May 21, 1987 (inception) through November
30, 1994 with the report dated February 5, 1997 of Scott & Guilfoyle on Safe
Aid's financial statements for the fiscal years ended November 30, 1996 and 1995
and the period from May 21, 1987 (inception) through November 30, 1996.

     In their report dated February 5, 1997, Scott & Guilfoyle relied on the
Report of Marcum & Kliegman and made reference to Marcum & Kliegman's Report.
Pursuant to Rule 2-05 of Regulation S-X under the Securities Exchange Act of
1934, as amended, the Report of Marcum & Kliegman should have been filed with
Scott & Guilfoyle's report dated February 5, 1997.

     Part F/S is hereby amended and restated as filed herewith.
<PAGE>
                                    PART F/S

See pages F1- F11

Financial Statements and Supplementary Data
--------------------------------------------

                         SAFE AID PRODUCTS INCORPORATED

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

                                                           Page

Reports of Independent Certified Public Accountants         F-1 - F-2

Financial Statements:

Balance Sheets as of November 30, 1993 and 1994             F-3

Statement of Stockholders' Equity for the period            F-4 - F-5
from inception (May 21, 1987) to November 30, 1996

Statements of Operations for each of the two years          F-6 
in the period ended November 30, 1996 and cumulative 
from inception (May 21, 1987) to November 30, 1996

Statements of Cash Flows for each of the two years          F-7 
in the period ended November 30, 1996 and cumulative 
from inception (May 21, 1987) to November 30,
1996

Notes to Financial Statements                               F-8 - F-11




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


<PAGE>


                                   SIGNATURES

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


                                                 SAFE AID PRODUCTS INCORPORATED

                                                 By: /s/ Stanley Snyder
                                                    --------------------
                                                       Stanley Snyder,
                                                       President, Director


<PAGE>


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

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


                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors of
Safe Aid Products Incorporated

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

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

In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position Safe Aid Products Incorporated (a development stage
company) as of November 30, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended, and the period from May 21, 1987
(inception) to November 30, 1996 in conformity with 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 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to this matter are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Scott & Guilfoyle

Lake Success, New York
February  5, 1997
                                      F-1
<PAGE>
                      [Letterhead of Marcum & Kliegman LLP]


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Safe Aid Products Incorporated (A Development Stage Enterprise)
Hauppauge, New York

We have audited the accompanying balance sheet of Safe Aid Products Incorporated
(a development stage enterprise) as of November 30, 1994, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examination 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 Aid Products Incorporated (a
development stage enterprise) as of November 30, 1994, and the results of its
operations and its cash flows for the year then ended and the cumulative period
from inception (May 21, 1987) to November 30, 1994, in conformity with 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 1 to the
financial statements, the Company has suffered recurring losses from operations.
This factor raises substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to this matter are also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Marcum & Kliegman LLP

Marcum & Kliegman  LLP
Syosset, New York
February 14, 1995

                                      F-2
<PAGE>
<TABLE>


                                SAFE AID PRODUCTS INCORPORATED
                                 (A DEVELOPMENT STAGE COMPANY)
                                        BALANCE SHEETS
                                          NOVEMBER 30
                      
                                            ASSETS
                      
<CAPTION>
                                                              1996             1995
<S>                                                     <C>             <C>
CURRENT ASSETS          
         Cash                                            $      4,034    $       2,191
                                                         ------------      -----------
                  TOTAL CURRENT ASSETS                          4,034            2,191

MACHINERY AND EQUIPMENT
         Net of accumulated depreciation of $4,258                  0                0
                                                         ------------      -----------

                  TOTAL ASSETS                           $      4,034      $     2,191
                                                         ============      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Shareholder loans                               $     13,500     $      5,000
         Accrued expenses                                       5,293            6,941
                                                          -----------      -----------
                  TOTAL CURRENT LIABILITIES                    18,793           11,941
                                                          -----------      -----------

STOCKHOLDERS' EQUITY
         Common stock $.00001 par value
           950,000,000 shares authorized;

           702,977,200 issued and outstanding                   7,030            7,030
         Additional paid in capital                         1,548,969        1,548,969
         Deficit accumulated during development
           stage                                           (1,570,758)      (1,565,749)
                                                           ----------      -----------
                  TOTAL                                   (    14,759)   (       9,750)
                                                           ----------      -----------

                  TOTAL LIABILITIES AND
                    STOCKHOLDERS' EQUITY               $        4,034   $        2,191
                                                        =============    =============



The accompanying notes are an integral part of these financial statements.
</TABLE>
                                      F-3
<PAGE>
<TABLE>


                                                                SAFE AID PRODUCTS INCORPORATED
                                                                (A DEVELOPMENT STAGE COMPANY)
                                                              STATEMENT OF STOCKHOLDERS' EQUITY
     
<CAPTION>
                        
                                                                                                      Deficit        
                                                                                                    Accumulated
                                                                                   Additional         During            Total
                                                      Common Stock                  Paid-in         Development      Stockholders'
                                               Shares              Amount           Capital            Stage           Equity 
                                                                               
                                                                               
<S>                                        <C>                  <C>               <C>             <C>             <C>             
Date of inception - May 21, 1987                      0          $      0          $         0     $          0    $            0
                                                                               
Issuance of common stock                                                       
 for cash to founders                       100,000,000             1,000                9,000                0            10,000
                                            -----------            ------            ---------       ----------         ---------
Balance, November 30, 1987                  100,000,000             1,000                9,000                0            10,000
                                                                               
Issuance of common stock for                                                   
 cash to outside investors from                                                
 December 1, 1987 through                                                                                                      
 February 11, 1988                          350,000,000             3,500              152,014                0           155,514
                                                                               
Public issuance of shares for                                                  
 cash, net of expenses, during                                                 
 the period April 11, 1988                                                     
 through June 30, 1988                      150,000,000             1,500            1,212,341                0         1,213,841
                                                                               
Issuance of common stock for                                                   
 services during August 1988                  4,050,000                40               80,960                0            81,000
                                                                               
Issuance of common stock for                                                   
 cash in connection with                                                       
 exercise of warrants during                                                   
 November 1988                                  675,000                 7               13,493                0            13,500
                                                                               
Net loss for the year ended                                                    
 November 30, 1988                                    0                 0                    0       (  414,054)       (  414,054)
                                            -----------        ----------            ---------         --------         ---------
Balance, November 30, 1988                  604,725,000             6,047            1,467,808       (  414,054)        1,059,801
                                                                               
Issuance of common stock for                                                   
 services from December 1988                                                   
 to October 1989                              1,700,000                18               26,482                0            26,500
                                                                               
Issuance of common stock for                                                   
 cash in connection with                                                       
 exercise of warrants during                                                   
 the year ended November 30, 1989             2,027,200                20               40,524                0            40,544
                                                                               
Net loss for the year ended                                                    
 November 30, 1989                                    0                 0                    0       (  561,463)       (  561,463)
                                            -----------         ---------            ---------        ---------         ---------
Balance, November 30, 1989                  608,452,200             6,085            1,534,814       (  975,517)          565,382
                                                                            

                                                            (continued)

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

</TABLE>
                                       F-4
<PAGE>
<TABLE>



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

<CAPTION>

                                
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                    Additional        During             Total
                                                         Common Stock                Paid-in        Development      Stockholders'
                                                  Shares             Amount          Capital           Stage            Equity  
                                                          
                                                                                                                                  
<S>                                          <C>                <C>             <C>                     <C>           <C>    
Issuance of common stock for cash
 in connection with exercise of
 warrants during the year ended
 November 30, 1990                                  25,000                 0               500                0               500

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

Net loss for the year ended
 November 30, 1991                                       0                 0                 0      (   108,242)       (  108,242)
                                              ------------         ---------   ---------------      -----------        ----------
Balance, November 30, 1991                     608,477,200             6,085         1,535,314       (1,436,771)          104,628

Net loss for the year ended
 November 30, 1992                                       0                 0                 0     (     58,009)       (   58,009)
                                               -----------         ---------    --------------      -----------         ---------
Balance, November 30, 1992                     608,477,200             6,085         1,535,314       (1,494,780)           46,619

Issuance of common stock for
 services for the year ended
 November 30, 1993                                 500,000                 5               495                0               500

Net loss for the year ended
 November 30, 1993                                       0                 0                 0     (     44,479)       (   44,479)
                                               -----------         ---------   ---------------      -----------         ---------
Balance, November 30, 1993                     608,977,200             6,090         1,535,809       (1,539,259)            2,640

Issuance of common stock for
 services for the year ended
 November 30, 1994                              94,000,000               940            13,160                0            14,100

Net loss for the year ended
 November 30, 1994                                       0                 0                 0    (       7,441)       (    7,441)
                                               -----------          --------      ------------     ------------         ---------
Balance, November 30, 1994                     702,977,200             7,030         1,548,969       (1,546,700)            9,299

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

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

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                      F-5
<PAGE>
<TABLE>


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

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

                                                    1996              1995                1996

REVENUE

<S>                                              <C>               <C>                <C>       
    Net sales                                    $ 19,647          $  9,819           $  237,030
    License fees                                        0                 0               10,000
    Interest income                                     0                25              120,676
                                                 --------          --------            ---------
             TOTAL REVENUES                        19,647             9,844              367,706
                                                 --------          --------            ---------

EXPENSES

    Cost of sales                                  15,187             7,589              203,463
    Selling, general and
     administrative                                 9,469            21,304              920,379
    Research and development                            0                 0              594,618
    Selling expenses                                    0                 0               65,642
    Depreciation and amortization                       0                 0               29,443
    Loss- inventory obsolescence                        0                 0              124,919
                                                  -------          --------            ---------
             TOTAL                                 24,656            28,893            1,938,464
                                                  -------          --------            ---------

NET LOSS                                         $( 5,009)         $(19,049)         $(1,570,758)
                                                   ======            ======            =========

LOSS PER SHARE:
    Net loss per share                               NIL               NIL                   NIL
                                                   ======           ======                ======
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING                            702,977,200       702,977,200          654,257,057
                                              ===========       ===========          ===========

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                      F-6
<PAGE>
<TABLE>

                                                  SAFE AID PRODUCTS INCORPORATED
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      STATEMENT OF CASH FLOWS
                                                

<CAPTION>

                                                                     For The Years         From Inception
                                                                         Ended              (May 21, 1987)
                                                                      November 30           to November 30
                                                                 1996           1995             1996
                                                                                        
<S>                                                           <C>           <C>            <C>  
CASH FLOWS FROM OPERATING ACTIVITIES
 
         Net loss                                              $( 5,009)      $(19,049)      $(1,570,758)
                                                               --------       --------       ----------- 
         Adjustments to reconcile net loss to net cash
                  used in operating  activities:
           Depreciation and amortization                              0              0            29,443
           Issuance of common stock for services                      0              0           122,100
           Loss on abandonment of assets                              0              0            11,018
         Changes in operating assets and liabilities:
          (Increase) decrease in assets:
           Accounts receivable                                        0              0                 0
            Organization costs                                        0              0        (    1,350)
            Other current assets                                      0             78                 0
           Increase (decrease) in liabilities:
            Accounts payable and accrued expenses               ( 1,648)         6,941             5,293
                                                                 ------         ------      ------------
                  TOTAL ADJUSTMENTS                             ( 1,648)         7,019           166,504
                                                                 ------         ------        ----------

         NET CASH USED BY OPERATING
          ACTIVITIES                                            ( 6,657)       (12,030)       (1,404,254)
                                                                 ------         ------         ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of common stock                       0              0         1,433,899
         Loans from stockholders                                  8,500          5,000            23,500
         Repayment of stockholders' loans                             0              0        (   10,000)
                                                                 ------         ------         ---------

         NET CASH PROVIDED BY FINANCING
          ACTIVITIES                                              8,500          5,000         1,447,399
                                                                 ------         ------         ---------

INCREASE (DECREASE) IN CASH                                       1,843        ( 7,030)            4,034

BEGINNING CASH BALANCE                                            2,191          9,221                 0
                                                                 ------         ------        ----------
ENDING CASH BALANCE                                           $   4,034       $  2,191       $     4,034
                                                                =======         ======        ==========


The accompanying notes are an integral part of the financial statements.
</TABLE>
                                      F-7
<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The Company reported net
losses of $5,089 and $19,049 for the fiscal years ended November 30, 1996 and
1995, respectively. The continuation of the Company is dependent upon obtaining
additional capital or financing and the eventual achievement of sustained
profitable operations. To obtain these objectives, management is pursuing a
number of options, including continued efforts towards the licensing of patents
related to the nasal and transdermal delivery of aspirin and other drugs. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

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

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

Net Loss Per Share

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

NOTE 2 - INCOME TAXES

No provision has been made in the accompanying financial statements for income
taxes payable because of the Company's operating loss from operations. At
November 30, 1996, the Company has approximately $1,553,000 of operating loss
carryforwards for financial reporting and income tax purposes that expire
through the year 2011. Additionally, the Company has approximately $44,000 of
research and development credits available to offset future income taxes through
the year 2005.
                                      F-8
<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996

NOTE 3:  STOCKHOLDERS' EQUITY

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

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

In June of 1988, the Company completed a sale of 150,000 units to the public at
a price of $10 per unit. The Company received proceeds in the amount of
$1,213,841, net of commissions and expenses to the underwriter, legal,
accounting and other expenses related to the public offering in the amount of
$286,159. Each unit consisted of 1,000 shares of common stock, $.00001 par
value, and 500 redeemable common stock warrants designated redeemable Warrant
"A". Each redeemable Warrant "A" would upon exercise, entitle the holder to
purchase one share of common stock for $.02 per share and to receive one
redeemable Class "B" Common Stock purchase warrant. Each redeemable Class "B"
Common Stock purchase warrant would, upon exercise, entitle the holder to
purchase one share of common stock for $.05 per share. These exercise periods of
both Class "A: and Class "B" warrants have been extended by the Board of
Directors through January 9, 1998. At November 30, 1996, 147,272,800 shares of
common stock are reserved in connection with such warrants.

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

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

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

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

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

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

                                      F-9
<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996

NOTE 3:  STOCKHOLDERS' EQUITY - continued

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

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

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

There were no royalties earned pursuant to this agreement during the years ended
November 30, 1996 and 1995.

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

i.       2.0% royalty on all direct sales.
ii.      For all indirect sales for which the Company receives a royalty,
         1/3 of such royalty is to be paid to UKRF. This royalty payment cannot
         be less than 1% or more than 2% of such indirect sales. 
iii.     For all indirect sales for which the Company receives a license fee, 
         20% of such license fee is to be paid to UKRF.

There has been no activity with respect to this agreement during the years ended
November 30, 1996 and 1995.

                                      F-10
<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996

NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)

On January 25, 1988, the Company entered into a license agreement with UKRF in
connection with the right to use certain information and patents concerning the
derivation of aspirin. The agreement also required a non-refundable license
issue fee of $5,000 upon execution. Additionally, the Company shall pay a
royalty in an amount equal to 2% of the net sales of the licensed product as
defined in the agreement. There has been no activity with respect to this
agreement during the years ended November 30, 1996 and 1995.

The Company leased operating facilities located in Hauppauge, New York on a
month-to-month basis at an approximate monthly rental of $150. The Company also
leased storage space in a warehouse on a month-to-month basis at an aggregate
current monthly rental of $436. All leases were terminated during the year ended
November 30, 1995. Rent expense under all leases for the year ended November 30,
1995 was $2,958.

NOTE 5 - SALES TO MAJOR CUSTOMER AND PURCHASES FROM MAJOR SUPPLIERS

Sales to one major customer and purchases from one supplier aggregated 100% of
the Company's net sales and cost of goods for the years ended November 30, 1996
and 1995.

NOTE 6 - SUBSEQUENT EVENT

Effective January 11, 1997, the Board of Directors consented to extend the
exercise periods of both the Class "A" and Class "B" warrants through January 9,
1998.
                                      F-11