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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  Form 10-QSB/A


(Mark One)

     [X]  Quarterly Report Under Section 13 or 15(d) of the Securities  Exchange
          Act of 1934 for the quarterly period ended June 30, 1997.

     [  ] 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/A
                  for the quarterly period ended June 30, 1997

                                      INDEX
   
                                                                            Page
                                                                            ----
Part I.  Financial Information

          Item 1.  Financial Statements (Unaudited)

          Restated Balance Sheet, June 30, 1997 (Unaudited)                  3

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

          Restated Statement of Operations (Unaudited):
                   Six Months Ended June 30, 1997 and June 30, 1996          5

          Restated Statement of Cash Flow (Unaudited):
                   Six Months Ended June 30, 1997 and June 30, 1996          6

          Notes to Financial Statements                                      7

          Item 2.  Management's Discussion and Analysis or
                   Plan of Operation                                         9


Part II.  Other Information                                                 13

          Item 2.  Changes in Securities and Use of Proceeds                13

          Item 6.  Exhibits and Reports on Form 8-K

                   (a) Exhibit 27.  Financial Data Schedule                 13
    

<PAGE>



                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                                  BALANCE SHEET
                            June 30, 1997 (Unaudited)

ASSETS

CURRENT ASSETS

Cash                                                               $      9,777
Accounts receivable                                                      39,506
Advances to employees                                                    32,422
Inventory                                                               204,442
                                                                   ------------

                                            TOTAL CURRENT ASSETS        286,147

FIXED ASSETS
Equipment                                                               153,223
Leasehold improvements                                                   66,162
Furniture and fixtures                                                  118,614
                                                                   ------------
                                                                        337,999
Less accumulated depreciation                                           194,131
                                                                   ------------
                                                                        143,868

OTHER ASSETS
Organization costs, less amortization of $58,795                          2,028
Deposits and other noncurrent assets                                     12,564
                                                                   ------------
                                                                         14,592
                                                                   ------------

                                                                   $    444,607
                                                                   ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                              $    188,815
                                                                   ------------
                                    TOTAL CURRENT LIABILITIES           188,815

SHAREHOLDER' LOANS                                                      463,765

SHAREHOLDERS' EQUITY
Common stock, $.0001 par value, 200,000,000 shares authorized,
 11,412,120 shares issued and outstanding                                 1,140
Additional paid-in capital                                           14,077,023
Accumulated deficit                                                 (13,793,703)

Subscriptions issuable                                                    2,160
Deferred compensation                                                  (494,593)
                                                                   ------------
Total stockholders' deficit                                            (207,973)
                                                                   ------------

                                                                   $    444,607
                                                                   ============


<PAGE>


                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF OPERATIONS (UNAUDITED)


                                                     Three months ended
                                                           June 30
                                                     1997               1996
                                                 ------------      ------------

Sales                                            $     35,630      $     24,917

Costs and expenses:
Cost of goods sold                                     19,979            17,502
Selling, general and administrative                   967,321           565,941
Research and development                               81,848            55,775
Depreciation and amortization                          11,455            11,455
                                                 ------------      ------------
                                                   (1,080,603)         (650,673)
                                                 ------------      ------------

Net loss                                         $ (1,044,973)     $   (625,756)
                                                 ============      ============

Net loss per common share                        $       (.09)     $       (.08)
                                                 ============      ============
Average number of shares outstanding               11,083,094         8,035,021

See accompanying notes.


<PAGE>


                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF OPERATIONS (UNAUDITED)


                                                      Six months ended
                                                           June 30
                                                     1997              1996
                                                 ------------      ------------

Sales                                            $     45,154      $     37,661

Costs and expenses:
Cost of goods sold                                     24,806            23,868
Selling, general and administrative                 1,920,608         1,174,355
Research and development                              183,071           113,284
Depreciation and amortization                          26,128            22,910
                                                 ------------      ------------
                                                    2,154,613         1,334,417
                                                 ------------      ------------

Net loss                                         $ (2,109,459)     $ (1,296,756)
                                                 ============      ============

Net loss per common share                        $       (.20)     $       (.17)
                                                 ============      ============
Average number of shares outstanding               10,589,367         7,839,099

See accompanying notes. 


<PAGE>


                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.

                       STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Six months ended
                                                                     June 30
                                                               1997            1996
                                                            -----------    -----------
<S>                                                         <C>            <C>         
Cash flows from operating activities
Net loss                                                    $(2,109,459)   $(1,296,754)
Adjustments to reconcile net loss used in
operating activities:
         Depreciation and amortization                           26,126         22,910
         Non-cash compensation and commissions                1,253,774        689,313
         Changes in operating assets and liabilities:
                  Accounts receivable                           (21,344)        (6,516)
                  Advances to employees                         (12,500)       (19,992)
                  Inventories                                  (191,255)       (13,897)
                  Deposits and advances                               0         (7,452)
                  Accounts payable and accrued expenses         (72,156)        10,316
                                                            -----------    -----------
Net cash (used in) operating activities                      (1,132,813)      (662,074)

Cash flows from investing activities
Additions to fixed assets                                       (31,697)       (17,695)
                                                            -----------    -----------
Net cash (used in) investing activities                         (31,697)       (17,695)

Cash flows from financing activities
Net proceeds from stockholders' loans                            42,700              0
Repayment of stockholders' loans                                (46,000)      (155,000)
Proceeds from issuances of common stock and subscriptions     1,173,593        875,200
Expenses for sale of common stock                                     0        (65,928)
                                                            -----------    -----------
Net cash provided by financing activities                     1,170,293        654,272

Net increases in cash                                             5,783         14,503
Cash at beginning of period                                       3,994         12,331
                                                            -----------    -----------

Cash at end of period                                             9,777         26,834
                                                            ===========    ===========
</TABLE>

See accompanying notes.


<PAGE>


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

                                  June 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.
Operations  results  for the six  month  period  ended  June  30,  1997  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997. Inventories are stated at lower of cost or market.

2.   SHAREHOLDERS' EQUITY

During the quarter ended June 30, 1997,  the Company  issued  384,000  shares of
common stock to various  individuals  in exchange for services and rights valued
at  $449,242  based upon the value of the  common  stock.  This  amount has been
recorded in selling,  general,  and administrative  expenses in the statement of
operations.

During this three month period the Company  also sold  493,000  shares of common
stock and received gross proceeds of $577,500.

During the quarter  ended March 31, 1997,  the Company  issued  93,040 shares of
common stock to each of its two executive  officers as compensation  pursuant to
their employment  contracts.  The pro rata portion of such expense  approximated
$143,000 for the six months  ended June 30,  1997,  which amount was expensed by
the Company.

3.   CONSULTING AGREEMENT

In February  1997,  the Company  entered  into a  consulting  agreement  for the
introduction of the Company's  chemical paint stripper into the European market.
As  compensation  for services,  the Company issued 365,000 shares of its common
stock valued at $562,000.  The Company is  amortizing  the cost of such services
over a twelve month period.  The charge for the three months ended June 30, 1997
was $140,525 and for the six months was $213,913.


<PAGE>

   
4.   EXCLUSIVE MARKETING LICENSE

In April  1997,  the Company  issued  250,000  shares of its common  stock to an
individual  in exchange for  exclusive  worldwide  marketing  and  manufacturing
rights to a patented product known as Natural Cool. The transaction  resulted in
additional selling,  general, and administrative expenses of $292,500 during the
quarter.  This transaction is included in the 384,000 shares described in Note 2
above. The license agreement  provides for payment of a two (2%) percent royalty
on gross  sales of the Natural  Cool  product.  The  agreement  provides  for an
indefinite  term  as long  as  certain  performance  criteria  are met and  such
performance  criteria have been met to date. The Company has accrued the royalty
due on sales made during the second quarter.
    


<PAGE>


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

General

During the three month period ended June 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, the Company has
successfully  completed its research with regard to determining  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 will be ready for marketing  during
1997,  although no assurances thereof can be given. Also during the period ended
June 30, 1997, the Company  successfully  completed initial sales of its Natural
Cool Systems. In February 1997, the Company successfully negotiated and signed a
License Agreement for the exclusive worldwide marketing rights and manufacturing
rights to a patented  product known as Natural Cool. The Natural Cool product is
a patented air  circulation  system by which  relatively cold ambient air can be
used to  cool  walk-in  coolers  in lieu of  using  refrigeration  systems.  The
products  are based on the concept of using  nature's  own  resources  to reduce
energy  costs in  commercial  refrigeration.  The Company  believes,  subject to
additional  financing,  that the  sales of these  units  will  continue  to grow
through  the  remainder  of 1997.  Based upon the  Company's  current  financial
status, the need to continue research and development and the Company's emphasis
on its paint  stripping,  foam, and Natural Cool products,  management  does not
believe that it will bring to market any of its  sealants,  coatings or solvents
in 1997.

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  doubt as to the  Company's  ability to continue are (i)
the Company  has  incurred  recurring  losses and (ii) the Company has a working
capital  deficiency.  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 through the sale of the Company's stock.


<PAGE>


Comparison of the Three Month and Six Month
Periods Ended June 30, 1997 and June 30, 1996

   
Sales and Net Losses. For the three month period ended June 30, 1997, sales were
$35,630  from  $24,917 in the same  period of the prior  year,  an  increase  of
$10,713 or 43%.  Initial  sales of the Natural Cool  product  during the quarter
totalled  $13,121.  For the three month period ended June 30, 1997,  the Company
reported net losses of $1,044,973  compared to $625,756 in the prior period,  an
increased loss of $419,217 or 67%. For the six month period ended June 30, 1997,
the Company  reported  losses of $2,109,459  compared to $1,296,756 for the same
period of the prior year, an increase of $812,703 or 63%. The increase in losses
for the three  month  period  and  year-to-date  is  attributed  entirely  to an
increase in selling, general, and administrative costs as discussed below.

Selling,  General and Administrative.  For the three month period ended June 30,
1997,  the Company  incurred  selling,  general and  administrative  expenses of
$967,321  compared to $565,941 in the same period of the prior year, an increase
of $401,380 or 71% due  entirely to  approximately  $449,000 in  consulting  and
compensation expense to various individuals for professional services performed.
The Company's Common Stock was issued for such services, and the value was based
upon the fair market value of the Common  Stock sold during the period.  For the
six month period ended June 30, 1997, the Company incurred selling, general, and
administrative  expenses of  $1,920,608  as compared to  $1,174,355  in the same
period of the prior year,  an increase of $746,253 or 64%.  The  increase is due
primarily to approximately  $795,000 in consulting and  compensation  expense to
various individuals for professional  services  performed.  The Company's common
stock was issued for such  services  and the value was based on the fair  market
value  of stock  sold  during  the  period.  Calculations  with  respect  to the
percentage of selling, general and administrative expenses relative to sales are
not meaningful.
    
Research  and  Development.  For the three  month  period  ended June 30,  1997,
research and development  expenses increased to $81,848 from $55,775 in the same
period of the prior year, an increase of $26,073 or 47%. This increase is due to
the Company's  activities  associated  with its foam product.  For the six month
period ended June 30, 1997,  research and development expense totalled $183,071,
up from $113,284 in the same period of the prior year, or an increase of $69,787
or 62% also due to activities with the Company's foam product. Calculations with
respect to the percentage of research and development expenses relative to sales
are not meaningful.


<PAGE>


   
Natural Cool Division - Misstatement of Income

On February 19, 1997 a license  agreement  was entered  into between  Clement H.
Royer of Natural Cool, Inc. and Safe Alternatives  Corporation of America,  Inc.
wherein Safe  Alternatives  Corporation of America,  Inc.  received a license to
market an ambient air  exchange  product  known as Natural  Cool.  Mr. Royer had
entered into a document entitled "Commercial  Transaction" with Rudolph L. Chase
and Raymond C. Chase for rights to the product known as Natural Cool.  Under the
terms of the  license Mr.  Royer was to become  President  of the  Natural  Cool
division of SAC. Mr. Royer retained the rights to manufacture  the product known
as Natural Cool which he had received from Messrs.  Chase. Mr. Royer established
a manufacturing facility in Newport, Vermont, for which he was responsible.  Mr.
Royer's main duty as a SAC employee was to sell Natural Cool units, specifically
in the Vermont area.

Sales of the Natural Cool units commenced in the second quarter of 1997.  During
the second quarter of 1997, Mr. Royer presented to SAC copies of purchase orders
and bills of lading  totaling  approximately  $300,000  for the sales of Natural
Cool. SAC is on the accrual basis and therefore  announced  $327,957 in earnings
for the second quarter of 1997. The installation of these units were to commence
early in July 1997.  Installations were inexplicably  delayed until August 1997.
In August 1997 SAC learned  that Mr. Royer had  misappropriated  the funds which
were to have paid for said units.  SAC  terminated  Mr.  Royer's  employment  on
August 25, 1997.  Subsequent to Mr. Royer's termination a criminal complaint was
made for Mr. Royer's arrest.  During its  investigation of Mr. Royer's tenure as
President  SAC learned  that Mr. Royer had  misrepresented  the sales of Natural
Cool and that only $13,121 in sales had been made by Mr. Royer.  At that time it
was also learned that the agreement between Messrs. Chase and Mr. Royer had been
breached.  Upon this breach all rights, title and interest in Natural Cool, Inc.
and the  Natural  Cool units  reverted to Messrs.  Chase.  SAC  negotiated  with
Messrs.  Chase and acquired the marketing rights directly from Messrs.  Chase as
well as the  manufacturing  rights.  The final  document was not executed by SAC
until October 1997.

SAC has engaged local counsel in St.  Johnsbury,  Vermont who is in contact with
Mr. Royer and is prepared to commence an action  against Mr. Royer for fraud and
misrepresentation as well as theft, embezzlement, and misappropriation of goods.
Upon  discovering  this  misstatement  of earnings for the second  quarter,  SAC
immediately  contacted the OTC bulletin board  compliance  unit,  issued a press
release stating that it would restate its second quarter earnings,  and took all
actions  necessary to advise the public and our shareholders of the misstatement
of  earnings.  SAC's Board of Directors  appointed a special  committee to fully
investigate   the  matter  and  establish   proper   controls  to  avoid  future
occurrences.
    

<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  $464,000 as of June 30, 1997
and the private  placement of equity  securities  amounting to $6,609,470  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 has entered into  agreements  with SSC  Marketing  Co. for sales and
marketing  services and with licensors for the exclusive sales,  marketing,  and
manufacturing  rights for the paint  stripping,  foam,  and Natural  Cool System
technologies.  Under these  agreements,  the Company has undertaken  substantial
ongoing  financial  commitments,  and  unless  the  Company  is able  to  obtain
additional  financing,  the Company will be unable to meet its commitments under
such agreements.
    

As previously noted, the Company continues to seek additional capital with which
to finance  ongoing  operations.  The  Company  estimates  that it will  require
approximately  $3,000,000 in additional  financing in order to continue  current
operations for the next twelve months, and an additional  $2,000,000 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.

The  company  currently  has one  lawsuit  pending  against  it. The lawsuit was
brought  by  Richard  Coen as  trustee  for the  bankruptcy  estate of Samuel E.
Bernstein claiming back salary allegedly due to Mr. Bernstein. The Company is of
the  opinion  that the lawsuit  will have no  material  effect on its ability to
operate.

A lawsuit has been  threatened by Edwin Stephens  claiming  payments due under a
prior licensing  agreement.  The Company believes the claim is without merit and
will have no material effect on the operations of the Company.


<PAGE>


   
Part II. Other Information

Item 2. Changes in Securities and Use of Proceeds

     During the quarter ended June 30, 1997, the Registrant sold an aggregate of
493,000 shares of common stock for an aggregate purchase price of $577,500.  The
shares  were  sold  by the  Registrant  directly,  without  the  services  of an
underwriter and without sales commissions,  to accredited  investors in reliance
upon the limited offering  exemptions accorded by Regulation D promulgated under
the Securities Act of 1933.

     During such  quarter,  the  Registrant  also issued an aggregate of 384,000
shares  of  common  stock in  exchange  for  services  and  rights  valued at an
aggregate of $449,242.  Of such amount,  250,000  shares were issued in exchange
for exclusive  worldwide  marketing and manufacturing  rights to Natural Cool, a
patented  ambient  air  exchange  product.  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 second 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