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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark one)

[X]  Quarterly Report Under Section 13 or 15 (d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended September 30, 1997.
                                       or
[ ]  Transition  Report  Under  Section 13 or 15 (d) of the Exchange Act for the
     transition period from __________ to __________

Commission File No. 000-21627

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)

                 Florida                                06-1413994
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

27 Governor Street, Ridgefield, Connecticut               06877
 (Address of principal executive offices)               (Zip code)

         Issuer's telephone number, including area code (203) 438-8144

--------------------------------------------------------------------------------
            (Former name , former address and former fiscal year, if
                           changed since last report)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15 (d) 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.
                           Yes   [ ]      No   [x]

As of April 30, 1998, there were issued and outstanding 12,472,120 shares of the
issuer's Common Stock.

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



<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                                   FORM 10-QSB
                for the quarterly period ended September 30, 1997

                                      INDEX

                                                                            Page
                                                                            ----
Part I.  Financial Information

         Item 1.  Financial Statements (Unaudited)

         Balance Sheet, September 30, 1997 (Unaudited)                         3

         Statement of Operations (Unaudited):
         Three Months Ended September 30, 1997 and
         September 30, 1996                                                    4

         Statement of Operations (Unaudited):
         Nine Months Ended September 30, 1997
         and September 30, 1996                                                5

         Statement of Cash Flow (Unaudited):
         Nine Months Ended September 30, 1997
         and September 30, 1996                                                6

         Notes to Financial Statements                                         7

         Item 2.     Management's Discussion and Analysis or
                     Plan of Operation                                         8


Part II. Other Information                                                    10

         Item 2.  Changes in Securities and Use of Proceeds                   10

         Item 6.  Exhibits and Reports on Form 8-K

                       (a) Exhibit 27.  Financial Data Schedule               10



<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                                  BALANCE SHEET
                         September 30, 1997 (Unaudited)

ASSETS

CURRENT ASSETS

Cash                                                               $    175,803
Accounts receivable                                                      46,392
Advances to employees                                                    25,122
Inventory                                                               188,442
                                                                   ------------

                                    TOTAL CURRENT ASSETS                435,759

FIXED ASSETS
Equipment                                                               157,773
Leasehold improvements                                                   66,162
Furniture and fixtures                                                  118,614
                                                                   ------------
                                                                        342,549

Less accumulated depreciation                                           202,544
                                                                   ------------
                                                                        140,005

OTHER ASSETS
Deposits and other noncurrent assets                                     13,114
                                                                   ------------

                                                                   $    588,878
                                                                   ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                              $    153,138
Accrued Expense                                                         211,123
                                                                   ------------
                                    TOTAL CURRENT LIABILITIES           364,261

SHAREHOLDER LOANS                                                     1,021,765

SHAREHOLDERS' EQUITY
Common stock $.0001 par value, 200,000,000 shares authorized,
 12,472,120 shares issued and outstanding                                 1,247
Additional paid-in capital                                           14,076,916
Accumulated deficit                                                 (14,382,878)

Subscriptions issuable                                                    2,160
Deferred compensation                                                  (494,593)
                                                                   ------------
Total stockholders' deficit                                            (797,148)
                                                                   ------------

                                                                   $    588,878
                                                                   ============



<PAGE>





                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF OPERATIONS (UNAUDITED)


                                                         Three months ended
                                                              Sept. 30


                                                      1997             1996
                                                 -------------------------------

Sales                                            $     32,804      $     15,955

Costs and expenses:
Cost of goods sold                                     16,612             9,905
Selling, general and administrative                   515,235         1,505,870
Research and development                               79,690            58,413
Depreciation and amortization                          10,441            11,454
                                                 -------------------------------
                                                      621,978         1,585,642
                                                 -------------------------------

Net loss                                         $   (589,174)     $ (1,569,687)
                                                 ==============================

Net loss per common share                        $      (0.05)     $      (0.18)
                                                 ==============================
Average number of shares outstanding               12,472,120         8,723,374

See accompanying notes.



<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF OPERATIONS (UNAUDITED)


                                                        Nine months ended
                                                            Sept. 30


                                                      1997             1996
                                                 -------------------------------

Sales                                            $     77,958      $     53,616

Costs and expenses:
Cost of goods sold                                     41,418            33,773
Selling, general and administrative                 2,435,842         2,680,225
Research and development                              262,763           171,697
Depreciation and amortization                          36,569            34,364
                                                 ------------------------------
                                                    2,776,592         2,920,059
                                                 ------------------------------

Net loss                                         $ (2,698,634)     $ (2,866,443)
                                                 ==============================

Net loss per common share                        $       (.22)     $       (.33)
                                                 ==============================
Average number of shares outstanding               12,472,120         8,723,374

See accompanying notes.



<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Nine months ended
                                                                   September 30

                                                                1997          1996
                                                            --------------------------
<S>                                                         <C>            <C>         
Cash flows from operating activities
Net loss                                                    $(2,698,634)   $(2,866,443)
Adjustments to reconcile net loss used in
operating activities:
         Depreciation and amortization                           36,569         34,364
         Non-cash compensation and commissions                1,253,774      1,810,530
         Changes in operating assets and liabilities:
                  Accounts receivable                           (34,230)        (1,704)
                  Advances to employees                          (5,200)       (19,992)
                  Inventories                                  (175,255)        (9,962)
                  Deposits and advances                            (550)        (1,700)
                  Accounts payable and accrued expenses        (103,289)         8,993
                                                            --------------------------
Net cash (used in) operating activities                      (1,520,237)    (1,070,844)

Cash flows from investing activities
Additions to fixed assets                                       (36,247)       (26,074)
                                                            --------------------------
Net cash (used in) investing activities                         (36,247)       (26,074)

Cash flows from financing activities
Net proceeds from stockholders' loans                           600,700              0
Repayment of stockholders' loans                                (46,000)      (221,350)
Proceeds from issuances of common stock and subscriptions     1,173,593      1,580,472
Expenses for sale of common stock                                     0       (128,728)
                                                            --------------------------
Net cash provided by financing activities                     1,728,293      1,230,394

Net increases in cash                                           171,809        133,476
Cash at beginning of period                                       3,994         12,331
                                                            --------------------------

Cash at end of period                                           175,803        145,807
                                                            ==========================
</TABLE>

See accompanying notes



<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the nine month  period ended  September  30, 1997 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997.

2. STOCKHOLDERS' EQUITY

During the third quarter the Company issued 1,058,000 shares of its common stock
as compensation  for services  valued at $1,192,500  based upon the value of the
common  stock.  This  amount  has  been  recorded  in  selling,   general,   and
administrative expenses in the statement of operations.









<PAGE>

     Item 2. Management's Discussion and Analysis or Plan of Operation

General

During the nine month period ended September 30, 1997, management of the Company
has  continued  to  concentrate  a  significant  portion  of its  efforts on the
marketing  and sale of the  Company's  paint  stripping  product.  Additionally,
subject to the  Company's  successful  completion of its research with regard to
evaluating the  appropriate  mechanism for delivery of the foam product onto its
intended  surface,  and subject to the  Company's  ability to obtain  additional
financing,  management  believes that the Company's foam products could be ready
for marketing during the second quarter of 1998,  although no assurances thereof
can be given.  Based upon the Company's current  financial  status,  the need to
continue  research  and  development  and the  Company's  emphasis  on its paint
stripping and foam products, management does not believe that it will market any
of its sealants, coatings or solvents in 1997 or 1998.

The report of the  Company's  independent  auditors  included  in the  Company's
Annual  Report for the year ended  December 31, 1996  contains a paragraph as to
the Company's ability to continue as a going concern. Among the factors cited by
the  auditors  as  raising  substantial  doubt as to the  Company's  ability  to
continue as a going concern are (i) the Company has incurred recurring operating
losses and (ii) the Company has a working capital deficiency.

Comparison of the Nine Month Periods
Ended September 30, 1997 and September 30, 1996

Sales and Net Losses.  For the nine month period ended September 30, 1997, sales
increased  to $77,958  from  $53,616 in the same  period of the prior  year,  an
increase of 45%.  The  Company's  marketing  and sales  efforts are still in the
formative  stages  and  therefore  comparisons  to  the  prior  period  are  not
meaningful.  For the nine month period  ended  September  30, 1997,  the Company
reported net losses of $2,698,634  compared to $2,866,443 in the prior period, a
decrease  of  6%,  due  primarily  to  a  decrease  in  selling,   general,  and
administrative expenses as discussed below.

Selling,  General and Administrative.  For the nine month period ended September
30, 1997, the Company incurred selling,  general and administrative  expenses of
$2,435,842  compared  to  $2,680,225  in the same  period of the prior  year,  a
decrease of 9%. Calculations with respect to the percentage of selling,  general
and administrative expenses relative to sales are not meaningful.

Research and  Development.  For the nine month period ended  September 30, 1997,
research and  development  expenses  increased to $262,763  from $171,697 in the
same period of the prior  year,  an increase  of 53%.  The  increase  relates to
activities associated with the Company's foam product. Calculations with respect
to the percentage of research and development expenses relative to sales are not
meaningful.



<PAGE>

Liquidity

The Company has never  generated  sufficient  revenues to finance its operations
and has been able to remain in business  solely as a result of raising  capital.
The  Company's  ability  to  continue  as a going  concern  in the near  term is
dependent upon  obtaining  additional  financing.  The Company does not have the
financial  resources to operate its business,  continue research and development
or market its products.  The Company has financed its  operations  through loans
from shareholders which aggregated  approximately $1,022,000 as of this date and
the  private  placement  of equity  securities  amounting  to  $6,031,470  since
inception.  The Company  continues to seek  additional  capital from an array of
potential  sources.   The  Company  has  provided   information   regarding  its
technologies to venture capital firms and is currently in discussions  with some
of them,  although  there can be no assurances  that any such  discussions  will
result in the Company obtaining additional capital.  Even if the Company is able
to obtain  additional  capital there can be no assurances  that the structure or
terms of such proposed financing will be on acceptable terms.

The Company estimates that it will require approximately  $750,000 in additional
financing in order to continue  current  operations  for the next twelve months,
and an additional  $1,500,000 in order to complete  research with respect to all
of the technologies, commercially exploit the products derived therefrom, market
each such product and finance initial production thereof.





<PAGE>

Part II. Other Information

Item 2.  Changes in Securities and Use of Proceeds

     During the quarter  ended  September  30, 1997,  the  Registrant  issued an
aggregate of 1,058,000 shares of common stock in exchange for services valued at
an aggregate of $1,192,500.  The Registrant has relied upon the private offering
exemption under Section 4(2) of the Securities Act of 1933 with respect to these
issuances.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

         27.  Financial Data Schedule

         (b)  Reports on Form 8-K:  The  Registrant  did not file any reports on
         Form 8-K during the third quarter.



<PAGE>

                                   SIGNATURES

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

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           SAFE ALTERNATIVES CORPORATION
                                                OF AMERICA, INC.

                                           By:   /s/ Richard J. Fricke
                                                 -------------------------------
                                                 Richard J. Fricke
                                                 President


                                           By:   /s/ Sean McNamara
                                                 -------------------------------
                                                 Sean McNamara
                                                 Chief Financial Officer


Dated: May 11, 1998