UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)

[X]      Annual Report Under Section 13 or 15(d) of The Securities  Exchange Act
         of 1934

               For the quarterly period ending September 30, 2004

[_]      Transition Report Under Section 13 or 15(d) of The Securities  Exchange
         Act of 1934

         For the transition period from ______________ to _____________




                 Safe Alternatives Corporation of America, Inc.

        (Exact name of small business issuer as specified in its charter)

          Florida                                              06-1413994
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                         2614 Main St., Dallas, TX 75226
                         -------------------------------
                    (Address of principal executive offices)

                                 (214) 670-0005
                          (Issuer's telephone number)



      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock - $0.001 par value



Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---   ---

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes    No
                                                 ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30, 2004,  there were  165,853,058  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements


                 Safe Alternatives Corporation of America, Inc.
                              Financial Statements
                               September 30, 2004




                                Table of Contents




Independent Auditor's Review Report............................................3

Balance Sheets.................................................................4

Statements of Operations and Comprehensive Loss................................5

Statements of Cash Flows.......................................................6

Notes to Financial Statements..................................................7
























                                       2
<PAGE>

                            Independent Review Report

Board of Directors and Stockholders
Safe Alternatives Corporation of America, Inc.

We have reviewed the accompanying balance sheet of Safe Alternatives Corporation
of America,  Inc. (a Florida  corporation)  as of September  30,  2004,  and the
accompanying  statements of operations and  comprehensive  loss for the nine and
three months ended  September  30, 2004 and the  accompanying  statement of cash
flows for the nine months ended September 30, 2004.  These financial  statements
are prepared in accordance with the instructions  for Form 10-QSB,  as issued by
the U.S. Securities and Exchange Commission,  and are the sole responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified  Public  Accountants.  A review of the interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be 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 3 to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note 3. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

The September 30, 2003 financial statements of Safe Alternatives  Corporation of
America,  Inc. were reviewed by other accountants whose report dated October 17,
2003, stated that they were not aware of any material  modifications that should
be made to those statements in order for them to be in conformity with generally
accepted accounting principles.

Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants

Tulsa, Oklahoma
October 14, 2004



                                       3
<PAGE>
<TABLE>
<CAPTION>


                 Safe Alternatives Corporation of America, Inc.
                                 Balance Sheets
                           September 30, 2004 and 2003
                                   (Unaudited)


                                     ASSETS
                                                            September 30,    September 30,
                                                                 2004             2003
                                                            -------------    -------------
<S>                                                         <C>              <C>
Current Assets
      Cash on hand and in bank                              $        --      $        --
                                                            -------------    -------------
          Total current assets                                       --               --
                                                            -------------    -------------

Total Assets                                                $        --      $        --
                                                            =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts payable-trade                                $       1,050    $       4,813
      Advances from affiliate                                      31,237             --
      Accrued interest payable                                       --               --
                                                            -------------    -------------

          Total current liabilities                                32,287            4,813
                                                            -------------    -------------

Commitments and contingencies

Stockholders' Equity (Deficit)
      Common stock - $0.0001 par value
          175,000,000 shares authorized
          165,853,058 shares issued and outstanding                16,585            8,113
      Additional paid in capital                               23,711,311       22,860,925
      Accumulated deficit                                     (23,762,342)     (22,876,010)
                                                            -------------    -------------
                                                                  (34,446)          (6,972)

      Subscriptions issuable                                        2,160            2,160
      Treasury stock - at cost (11,682 shares)                         (1)              (1)
                                                            -------------    -------------

          Total stockholders' equity (deficit)                    (32,287)          (4,813)
                                                            -------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $        --      $        --
                                                            =============    =============
</TABLE>









   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.



                                       4
<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                 Statements of Operations and Comprehensive Loss
             Nine and Three months ended September 30, 2004 and 2003
                                   (Unaudited)





                                              Nine months      Nine months     Three months     Three months
                                                 ended            ended            ended            ended
                                             September 30,    September 30,    September 30,    September 30,
                                                  2004             2003             2004             2003
                                             -------------    -------------    -------------    -------------
<S>                                          <C>              <C>              <C>              <C>

Revenues                                     $        --      $        --      $        --      $        --
                                             -------------    -------------    -------------    -------------

Operating Expenses
    General and administrative expenses             38,832            9,530            8,762            2,759
    Interest expense                                  --              3,162             --               --
    Compensation expense related to
        common stock issuances at less
        than "fair value"                          838,736             --               --               --
    Depreciation and amortization                     --               --               --               --
                                             -------------    -------------    -------------    -------------
        Total operating expenses                   877,568           12,692            8,762            2,759
                                             -------------    -------------    -------------    -------------

Operating loss                                    (877,568)         (12,692)          (8,762)          (2,759)

Other income (expense):
    Forgiveness of debt                               --              7,000             --              7,000
    Settlement of judgement                           --             (5,000)            --             (5,000)
                                             -------------    -------------    -------------    -------------
                                                      --              2,000             --              2,000
                                             -------------    -------------    -------------    -------------

Loss before provision for income taxes            (877,568)         (10,692)          (8,762)            (759)

Income tax benefit (expense)                          --               --               --               --
                                             -------------    -------------    -------------    -------------
Net Loss                                          (877,568)         (10,692)          (8,762)            (759)

Other comprehensive income                            --               --               --               --
                                             -------------    -------------    -------------    -------------

Comprehensive Loss                           $    (877,568)         (10,692)   $      (8,762)   $        (759)
                                             =============    =============    =============    =============
Net loss per weighted-average share
    of common stock outstanding, calcuated
    on Net Loss - basic and fully diluted    $       (0.01)   $       (0.00)   $       (0.00)   $       (0.00)
                                             =============    =============    =============    =============

Weighted-average number of shares of
    common stock outstanding                   165,853,058      165,853,058      165,853,058      165,853,058
                                             =============    =============    =============    =============
</TABLE>





   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.



                                       5
<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                            Statements of Cash Flows
                  Nine months ended September 30, 2004 and 2003
                                   (Unaudited)


                                                             Nine months           Nine months
                                                                ended                 ended
                                                         September 30, 2004    September 30, 2003
                                                         ------------------    ------------------
<S>                                                      <C>                   <C>
Cash Flows from Operating Activities
      Net loss for the period                            $         (877,568)   $          (10,692)
      Adjustments to reconcile net loss to net cash
         provided by operating expenses
          Depreciation                                                 --                    --
          Professional fees paid with common sock                     8,472                  --
          Compensation expense related to commn
             stock issuances at less than "fair value"              838,736                  --
          Forgiveness of trade accounts payable                        --                  (7,000)
          Increase (Decrease) in
             Accounts payable - trade                                  (877)               (9,126)
             Accrued interest payable                                  --                  (7,216)
                                                         ------------------    ------------------

Net cash used in operating activities                               (31,237)              (34,034)
                                                         ------------------    ------------------

Cash Flows from Investing Activities                                   --                    --
                                                         ------------------    ------------------

Cash Flows from Financing Activities
      Cash advanced by affiliate to support operations               31,237                  --
      Cash contributed to support operations                           --                  59,034
      Cash used to pay convertible debt                                --                 (25,000)
                                                         ------------------    ------------------

Net cash provided by financing activities                            31,237                34,034
                                                         ------------------    ------------------

Increase (Decrease) in Cash                                            --                    --

Cash at beginning of period                                            --                    --
                                                         ------------------    ------------------

Cash at end of period                                    $             --      $             --
                                                         ==================    ==================

Supplemental Disclosure of
      Interest and Income Taxes Paid
         Interest paid for the period                    $             --      $           10,378
                                                         ==================    ==================
         Income taxes paid for the period                $             --      $             --
                                                         ==================    ==================
</TABLE>








    The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.



                                       6
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004


Note 1 - Organization and Description of Business
         ----------------------------------------

         Safe Alternatives  Corporation of America, Inc. (Company) was organized
         in 1976,  under  the name  Knight  Airlines,  Inc.,  to  engage  in the
         commuter airline  business.  In October 1978, the Company  completed an
         initial public offering of its common stock in Florida,  pursuant to an
         exemption from  registration  under Regulation A promulgated  under the
         Securities Act of 1933, as amended.  The Company operated as a commuter
         airline  from  its  inception   through  April  1983,  when  it  ceased
         operations,  and all of the assets of the Company  were sold to satisfy
         all outstanding indebtedness.  From April 1983, through September 1995,
         the  Company  was  dormant.  In May 1994,  the name of the  Company was
         changed to Portsmouth Corporation.

         On  September  15,  1995,  pursuant  to the terms of an Asset  Purchase
         Agreement and Plan of  Reorganization  dated as of August 21, 1995 (the
         "Agreement") between Safe Alternatives  Corporation of America, Inc., a
         Delaware  corporation  ("SAC-Delaware")  and the  Company,  the Company
         purchased,  without limitation, all of the assets of SAC-Delaware,  and
         assumed all of the liabilities of SAC-Delaware (the  "Reorganization"),
         and commenced operations. Prior to the Reorganization,  the Company had
         no meaningful  operations.  On March 4, 1996,  the Company  changed its
         name to Safe  Alternatives  Corporation  of  America,  Inc.  (a Florida
         corporation).

         On September 17, 2002,  the Board of Directors of the Company agreed to
         sell, as of June 30, 2002, all of the Company's assets to Environmental
         Alternatives,  Inc. ("EAI"), a privately held Vermont  corporation,  in
         exchange for EAI's  assumption  of and  agreement to indemnify and hold
         the Company harmless from paying any and all claims,  causes of action,
         or other  liabilities,  including  but not limited to interest,  costs,
         expenses,  disbursements  and attorneys'  fees, that could, may or does
         attach to the  Company as of June 30, 2002 as a result of, or is in any
         way related to any of the  Company's  obligations  to its creditors and
         all  adverse   judgments   entered   against  the  Company  except  any
         obligations to the following:

            (A) Continental  Stock  Transfer and Trust  Company,  the  Company's
                independent stock transfer agent;

            (B) Green Holman,  Frenia & Company,  L.L.P.,  the Company's  former
                independent auditors;

            (C) Arab Commerce Bank, a holder of a 6% Convertible Note; and

            (D) any  settlement  amounts due upon the  completion of a merger or
                other combination between the Company and another company.



                                       7
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004


Note 1 - Organization and Description of Business (Continued)
         ----------------------------------------

         Except  as  provided  above,  the  agreement  to assume  the  Company's
         liabilities and to indemnify and hold the Company  harmless from paying
         the  same  is  unlimited  as to  amount  or as to  time.  A copy of the
         Agreement was filed by the Company as an exhibit in a Current Report on
         Form 8-K as of September 17, 2002.  Since July 1, 2002, the Company has
         had no assets or operating activities.


Note 2 - Preparation of Financial Statements
         -----------------------------------

         The Company  follows the accrual basis of accounting in accordance with
         accounting  principles  generally  accepted  in the  United  States  of
         America and has a year-end of December 31.

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         Management  further  acknowledges  that it is  solely  responsible  for
         adopting sound  accounting  practices,  establishing  and maintaining a
         system of internal  accounting  control and  preventing  and  detecting
         fraud. The Company's system of internal  accounting control is designed
         to assure, among other items, that 1) recorded  transactions are valid;
         2) valid transactions are recorded; and 3) transactions are recorded in
         the proper  period in a timely manner to produce  financial  statements
         which present fairly the financial condition, results of operations and
         cash flows of the Company for the respective periods being presented.

         During interim periods, the Company follows the accounting policies set
         forth in its annual audited  financial  statements filed with the U. S.
         Securities and Exchange  Commission on its Annual Report on Form 10-KSB
         for the year ended December 31, 2003. The information  presented within
         these  interim  financial  statements  may not include all  disclosures
         required by generally accepted accounting principles,  and the users of
         financial  information provided for interim periods should refer to the
         annual  financial  information and footnotes when reviewing the interim
         financial results presented herein.

         In the  opinion  of  management,  the  accompanying  interim  financial
         statements,  prepared  in  accordance  with  the U. S.  Securities  and
         Exchange  Commission's  instructions for Form 10-QSB, are unaudited and
         contain all material  adjustments,  consisting only of normal recurring
         adjustments  necessary  to  present  fairly  the  financial  condition,




                                       8
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 2 - Preparation of Financial Statements (Continued)
         -----------------------------------

         results of operations  and cash flows of the Company for the respective
         interim periods presented. The current period results of operations are
         not necessarily indicative of results which ultimately will be reported
         for the full fiscal year ending December 31, 2004.

Note 3 - Going Concern Uncertainty
         -------------------------

         Since July 1,  2002,  the  Company  has had no assets or  revenues  and
         intends to seek a suitable  business  combination  transaction  through
         either a purchase  or merger.  The  Company's  continued  existence  is
         dependent  upon its  ability  to  generate  sufficient  cash flows from
         operations  to  support  its  daily   operations  as  well  as  provide
         sufficient  resources to retire existing liabilities and obligations on
         a timely basis. Additionally,  as a result of having no assets, several
         liabilities  and no operations,  the Company's  auditors have issued an
         audit opinion on the accompanying financial statements which includes a
         statement describing the Company's going concern status. This means, in
         the auditors' opinion, substantial doubt about the Company's ability to
         continue as a going concern existed at the date of their opinion.

         On May 14, 2004,  the  Company's  President,  Dale  Hensel,  executed a
         Letter  of  Intent  with  Mortgage  Assistance  Corporation,   a  Texas
         corporation  controlled by Mr. Hensel,  whereby subject to the approval
         of the Company's shareholders,  Mortgage Assistance Corporation offered
         to be acquired by the Company on the  following  terms and  conditions:
         SACA board will call a special shareholder meeting or obtain a majority
         shareholder  consent  in lieu of a  special  meeting  according  to the
         Florida  Business  Corporation  Statutes and  recommend and approve the
         following actions:

            1.  Effect a reverse split of the  Company's  common shares on a One
                for Two Hundred Fifty (1:250) basis;
            2.  Effect  a  corporate   name   change   from  Safe   Alternatives
                Corporation of America, Inc. to Mortgage Assistance Corporation;
            3.  Change the authorized number of common stock shares to be issued
                from 175,000,000 to 50,000,000  shares;
            4.  Authorize  a  business  combination  whereby  the  Company  will
                exchange  12,000,000 post reverse split common shares for all of
                the issued and outstanding  common stock of Mortgage  Assistance
                Corporation; and
            5.  Any such further recommendations as may be considered reasonable
                and in the best interest of the shareholders.

         While the Company is of the opinion  that good faith  estimates  of the
         Company's ability to secure  additional  capital in the future to reach
         our goals have been made,  there is no guarantee  that the Company will
         receive  sufficient  funding to sustain  operations  or  implement  any
         future business plan steps.





                                       9
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004


Note 3 - Going Concern Uncertainty (Continued)
         -------------------------

         If no additional  operating  capital is received during the next twelve
         months, the Company will be forced to rely on existing cash in the bank
         and upon  additional  funds  loaned by  management  and/or  significant
         stockholders  to preserve the integrity of the corporate  entity during
         this time. In the event the Company is unable to acquire  advances from
         management and/or  significant  stockholders,  the Company's  continued
         existence as a going concern would be jeopardized.

         It is the intent of management and significant  stockholders to provide
         sufficient  working  capital  necessary  to support  and  preserve  the
         integrity of the corporate entity.  However,  no formal  commitments or
         arrangements  to advance or loan funds to the Company or repay any such
         advances  or  loans  exist.  There is no legal  obligation  for  either
         management or significant  stockholders  to provide  additional  future
         funding.


Note 4 - Summary of Significant Accounting Policies
         ------------------------------------------

         Cash and cash equivalents:

         For Statement of Cash Flows purposes, the Company considers all cash on
         hand and in banks,  including  accounts  in book  overdraft  positions,
         certificates  of  deposit  and  other  highly-liquid  investments  with
         maturities of three months or less, when purchased, to be cash and cash
         equivalents.

         Income Taxes:

         The  Company  uses the asset and  liability  method of  accounting  for
         income  taxes.  At  September  30,  2004 and  2003,  respectively,  the
         deferred  tax asset and deferred tax  liability  accounts,  as recorded
         when material to the financial  statements,  are entirely the result of
         temporary  differences.  Temporary differences represent differences in
         the  recognition  of  assets  and  liabilities  for tax  and  financial
         reporting   purposes,    primarily    accumulated    depreciation   and
         amortization, allowance for doubtful accounts and vacation accruals.

         As of September  30, 2004 and 2003,  the deferred tax asset  related to
         the Company's net operating loss  carryforward was fully reserved.  Due
         to the provisions of Internal Revenue Code Section 338, the Company may
         have  limited net  operating  loss  carryforwards  available  to offset
         financial statement or tax return taxable income in future periods as a
         result of a Fiscal  2000  change in  control  involving  50  percentage
         points or more of the issued and outstanding securities of the Company.





                                       10
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 4 - Summary of Significant Accounting Policies ( Continued)
         ------------------------------------------

         Income (Loss) per share:

         Basic earnings  (loss) per share is computed by dividing the net income
         (loss)  by the  weighted-average  number  of  shares  of  common  stock
         outstanding. The calculation of fully diluted earnings (loss) per share
         assumes the dilutive effect of the exercise of outstanding  options and
         warrants,  using the treasury stock method,  at either the beginning of
         the respective  period presented or the date of issuance,  whichever is
         later. As of June 30, 2004 and 2003,  respectively,  the Company had no
         outstanding  stock warrants,  options or convertible  securities  which
         could be  considered  as  dilutive  for  purposes of the loss per share
         calculation.


Note 5 - Fair Value of Financial Instruments
         -----------------------------------

         The carrying amounts of cash, accounts receivable, accounts payable and
         notes payable,  as applicable,  approximate fair value due to the short
         term nature of these items and/or the current interest rates payable in
         relation to current market conditions.

         Interest rate risk is the risk that the Company's  earnings are subject
         to fluctuations in interest rates on either  investments or on debt and
         is fully dependent upon the volatility of these rates. The Company does
         not use  derivative  instruments  to moderate  its exposure to interest
         rate risk, if any.

         Financial  risk is the risk that the Company's  earnings are subject to
         fluctuations in interest rates or foreign  exchange rates and are fully
         dependent upon the volatility of these rates.  The company does not use
         derivative  instruments to moderate its exposure to financial  risk, if
         any.

Note 6 - Convertible Notes Payable
         -------------------------

         On March 10, 1998,  the Company  entered into an Agency  Agreement with
         Alexander  Wescott  & Co.,  Inc.  (AWC)  for the  offer  and sale of 6%
         Convertible   Notes,   with  maximum  gross   proceeds  not  to  exceed
         $1,000,000.

         In March and April 1998, the Company  issued its 6%  Convertible  Notes
         (the  "Notes")  in the  aggregate  principal  amount of  $726,500  in a
         private  placement  under  Rule 505 of  Regulation  D. The  Notes  bore
         interest at 6.0% per annum,  payable  semi-annually in arrears, in cash





                                       11
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 6 - Convertible Notes Payable  ( Continued)
         -------------------------

         or, at the Company's  option, in shares of common stock of the Company.
         The notes  matured on the earlier of (i) the first  anniversary  of the
         initial closing of the proposed offer (April 10, 1999), and (ii) a sale
         of  all or  substantially  all of the  Company's  assets  or a  merger,
         acquisition or consolidation in which the Company was not the surviving
         corporation.  The notes ranked senior to all other  indebtedness of the
         Company now or hereafter existing, other than indebtedness to banks, in
         terms of priority and security.

         The Notes were convertible into shares of common stock at the option of
         the holder at any time  following  the earlier of (i) 90 days after the
         filing  of a  registration  statement  with  the U. S.  Securities  and
         Exchange  Commission  (SEC)  covering  the shares to be  received  upon
         conversion  or  (ii)  the  date  the  SEC  declared  such  registration
         statement  effective.  The conversion price per share was the lesser of
         (i) 70% of the average  closing bid price per share of common stock for
         the five trading days prior to the conversion date or (ii) $0.25.  Upon
         conversion,  any accrued and unpaid  interest was waived by the holder.
         The  Company  had the  option to  repurchase  the Notes from the holder
         prior to registration of the underlying shares at a premium of 10% over
         the  purchase  price  of  the  Notes.  The  Company  agreed  to  file a
         registration  statement  with the SEC not later than June 3, 1998,  and
         use its  best  efforts  to have  the  registration  statement  declared
         effective  not later  than July 3, 1998.  Through  June 30,  2002,  the
         Company made no payments on these  notes;  had not  repurchased  any of
         these  Notes,  and  was in  default  with  regard  to its  registration
         obligation

         AWC  received  a  commission  of 10%  plus 3%  non-accountable  expense
         reimbursement on the gross proceeds raised. In addition, AWC was issued
         warrants  exercisable for 400,000 shares of common stock at an exercise
         price of $0.30 per share,  expiring  June 28, 2003.  On  September  30,
         2002,  the Company and AWC reached a settlement  agreement  whereby AWC
         agreed to cancel the outstanding warrant in exchange for 800,000 shares
         of restricted, unregistered shares of the Company's common stock.

         As of December 31, 2001 two note holders  with notes  totaling  $50,000
         notified  the Company  that they had written off the  balances  owed to
         them by the Company and therefore had  discharged  the Company from any
         further  liability.  As a  result  the  Company  recognized  a  $56,000
         forgiveness  of debt income as of December  31,  2001,  which  included
         $6,000 of accrued interest.

         During  2002,  all  but  one of the  Holders  of  the  Notes,  totaling
         approximately  $651,500,  agreed to release all  obligations  under the
         Notes,  including  accrued  interest  of  approximately   $157,273,  in
         exchange  for the  issuance of an  aggregate  of  21,303,264  shares of
         restricted, unregistered shares of the Company's common stock.




                                       12
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 6 - Convertible Notes Payable  (Continued)
         -------------------------

         During the quarter  ended June 30,  2003,  the Company  exercised  it's
         option to repurchase the remaining outstanding Note from the Noteholder
         with a cash payment aggregating  approximately  $35,389, which included
         $25,000  in  principal,  the  stated  10%  repurchase  premium  and all
         accrued, but unpaid, interest.

Note 7 - Advances from Affiliates
         ------------------------

         During 2003,  an affiliate  of the Company made  unsecured  advances of
         approximately   $70,700  to  support  operations  and  provide  working
         capital. At December 31, 2003, the affiliate contributed these advances
         as additional paid-in capital.

         During the nine months ended September 30, 2004, in anticipation of the
         reverse  acquisition   transaction  discussed  in  previous  footnotes,
         Mortgage Assistance  Corporation advanced to or paid expenses on behalf
         of the Company of approximately  $31,000.  These advances are unsecured
         and are repayable upon demand.












                                       13
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004


Note 8 - Income Taxes
         ------------

         The  components  of  income  tax  (benefit)   expense,   on  continuing
         operations,  for the nine  months  ended  September  30, 2004 and 2003,
         respectively, are as follows:


                                        Nine months     Nine months
                                           ended           ended
                                       September 30,   September 30,
                                            2004            2003
                                       -------------   -------------
                        Federal:
                            Current    $        --     $        --
                            Deferred            --              --
                                       -------------   -------------
                                                --              --
                                       -------------   -------------
                        State:
                            Current             --              --
                            Deferred            --              --
                                       -------------   -------------
                            Total      $        --     $        --
                                       =============   =============



         As of  September  30,  2004,  the  Company  had a  net  operating  loss
         carryforward  of  approximately  $9,300,000  to offset  future  taxable
         income. If the reverse  acquisition  transaction  discussed  previously
         occurs, the usage of the Company's net operating loss carryforward will
         be severely  limited.  The amount and availability of the net operating
         loss  carryforwards  may be subject to limitations set forth by Section
         338 of the Internal Revenue Code.  Factors such as the number of shares
         ultimately issued within a three year look-back  period;  whether there
         is a deemed  more than 50 percent  change in  control;  the  applicable
         long-term tax exempt bond rate; continuity of historical business;  and
         subsequent income of the Company all enter into the annual  computation
         of allowable annual utilization of the carryforwards.






                                       14
<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004


Note 8 - Income Taxes  (Continued)

         The  Company's  income tax expense for the nine months ended  September
         30, 2004 and 2003,  respectively,  differed from the statutory tax rate
         of 34.0% as follows:



                                                                       Nine months      Nine months
                                                                          ended            ended
                                                                      September 30,    September 30,
                                                                           2004             2003
                                                                      -------------    -------------
         <S>                                                          <C>              <C>
         Statutory rate applied to income
               before income taxes                                    $    (298,400)   $      (3,600)
         Increase (decrease) in income taxes
              resulting from:
                State income taxes                                             --               --
                Non-deductible compensation expense related
                   to common stock issued at less than "fair value"         285,200
                Other, including reserve for deferred tax asset and
                   application of net operating loss carryforward
                                                                             13,200            3,600
                                                                      -------------    -------------
         Income tax expense                                           $        --      $        --
                                                                      =============    =============






         Temporary  differences,  consisting primarily of statutory deferrals of
         expenses for  organizational  costs and  statutory  differences  in the
         depreciable  lives for property and  equipment,  between the  financial
         statement carrying amounts and tax bases of assets and liabilities give
         rise  to the  following  deferred  tax  assets  and  liabilities  as of
         September 30, 2004 and 2003,


                                                                      September 30,    September 30,
                                                                           2004             2003
                                                                      -------------    -------------

         Deferred tax assets
                Net operating loss carryforwards                      $   3,162,100    $   3,230,000
                Less valuation allowance                                 (3,162,100)      (3,230,000)
                                                                      -------------    -------------


         Net Deferred Tax Asset                                       $        --      $        --
                                                                      =============    =============
</TABLE>



         During the years ended  December 31, 2003 and 2002,  respectively,  the
         reserve for the deferred tax asset did not significantly change.




                                       15
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 9 - Common Stock Transactions
         -------------------------

         During  the year  ended  December  31,  2002,  the  Company  issued  an
         aggregate  21,303,264 shares of restricted,  unregistered shares of the
         Company's common stock in settlement of approximately  $651,000 in face
         amount of 6.0% Convertible  Notes and accrued interest of approximately
         $157,273.

         During the year ended  December 31, 2002,  the Company  issued  448,101
         shares of restricted,  unregistered  common stock to various  unsecured
         creditors in exchange for their release of any further  claims  related
         to  trade  accounts   payable.   These   transactions  were  valued  at
         approximately   $448,100,   including  a  "fair  value"  adjustment  of
         approximately  $410,597 for shares issued at less than the "fair value"
         of  the  shares  based  on  the  valuation  established  by  equivalent
         transactions on equivalent dates.

         Effective  September 30, 2002,  the Company  issued  800,000  shares of
         restricted, unregistered common stock in exchange for the retirement of
         an  outstanding  warrant  to  purchase  up to  400,000  shares  of  the
         Company's common stock at a price of $0.30 per share, expiring June 28,
         2003.  This  transaction  was  valued  at   approximately   $80,  which
         approximates the "fair value" of the Company's common stock on the date
         of the transaction.

         During July 2002, in order to facilitate the Company's  merger or other
         business  combination  transaction  with another  company,  the Company
         issued a total of  84,720,733  shares  of the  Company's  unregistered,
         restricted  common  stock to be held in escrow  for the  benefit of the
         Company's merger or combination  partner. No value had been assigned to
         this  issuance  pending  the  consummation  of a  business  combination
         transaction.  On March  9,  2004,  the  Company's  Board  of  Directors
         authorized the issuance of these shares held in escrow to the Company's
         legal counsel,  Loper & Seymour,  P.A. of St. Paul, Minnesota for legal
         services.  The transaction was valued at  approximately  $8,470,  which
         equaled  the common  stock's  par value of $.0001 per share,  and these
         shares were deemed fully paid and non-assessable. Pursuant to Statement
         of Financial  Accounting Standards No. 123, "Accounting for Stock-Based
         Compensation",   the  imputed  fair  value  of  this   transaction  was
         calculated using the discounted  closing quoted stock price on March 9,
         2004.  The  differential   between  the  imputed  fair  value  and  the
         agreed-upon value of the services provided, approximately $838,700, was
         recorded as "compensation  expense related to common stock issuances at
         less than "fair value" upon  exercise of  outstanding  stock options in
         the accompanying statement of operations.







                                       16
<PAGE>

                 Safe Alternatives Corporation of America, Inc.
                        Notes to the Financial Statements
                               September 30, 2004



Note 10 - Treasury Stock
          --------------

         Treasury stock  represents  11,682 shares (recorded at cost) being held
         in trust to be used for future  issuance to employees,  investors,  and
         other potential funding sources.  As the Company directly benefits from
         the sales of the shares in the trust,  these shares have been  recorded
         as treasury stock.
























                                       17
<PAGE>

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

The  Company  had no business  operations  during 2003 and the third  quarter of
2004.

The Company's future  operating  results may be affected by a number of factors,
including  general  economic  conditions,  the  Company's  ability to settle its
remaining debt, future corporate  reoganization and its ability to implement the
proposed acquisition of Mortgage Assistance Corporation.  The Company's proposed
corporate  reorganization  and business  combination  will cause dilution of the
current shareholders' interest in the Company.

The report of the Company's  independent  auditor 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.

The Company has been financing its operations  through capital  contributions by
significant  shareholders,  which aggregated  approximately $31,000 for the nine
months ending September 30, 2004.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital to preserve the integrity of the corporate  entity,
however,  there are no commitments to provide additional funds have been made by
management or other stockholders.  There can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.

The Company may seek to  compensate  providers of services by issuances of stock
in lieu of cash.

Item 3. Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures.

         Within the 90 days prior to the date of this  Quarterly  Report for the
period  ended  September  30,  2004,  we carried  out an  evaluation,  under the
supervision  and  with  the  participation  of  our  management,  including  the
Company's  Chairman and Chief Executive Officer and the Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that  information  required to be  disclosed by a company in the reports that it
files under the  Exchange Act is recorded,  processed,  summarized  and reported



                                       18
<PAGE>

within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Chief Financial Officer concluded that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in the
Company's period SEC filings.

(b)      Changes in Internal Control.

         Subsequent to the date of such  evaluation as described in subparagraph
(a)above,  there were no significant  changes in our internal  controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

         None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

         None.

Item 3. Defaults Upon Senior Securities

         None.

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

On  August  17,  2004,  we filed a  Definitive  Information  Statement  with the
Securities  and  Exchange  Commission  on  Schedule  14C  and  mailed  it to our
shareholders.

This  Information  Statement was provided to our shareholders in connection with
our prior receipt of approval by written consent,  in lieu of a special meeting,
of the holder of a majority of our common stock (1)  authorizing an amendment to
our Articles of Incorporation changing our corporate name to Mortgage Assistance
Corporation,  (2) effecting a reverse split of our issued and outstanding common
stock on a one for two hundred fifty (1:250)  basis (the "Reverse  Split"),  (3)
changing our  authorized  common stock capital from 700,000  common post reverse
split shares,  par value $0.0001 to 50,000,000  common shares,  par value $0.001
and; (4) authorizing the acquisition of Mortgage Assistance Corporation, a Texas
corporation,  (MAC) from its  shareholders in a share exchange  transaction (the
"Share  Exchange").  The shareholders  holding shares  representing 75.9% of the
votes entitled to be cast at a meeting of the Company's shareholders,  consented
in writing to the proposed actions.




                                       19
<PAGE>

The  Amendment to the Articles of  Incorporation  will be filed with the Florida
Secretary of State and will be effective when filed.  We experienced an obstacle
to filing our amended articles because during the time we mailed the Information
Statement  and the time we expected to file,  the proposed new  corporate  name,
Mortgage Assistance  Corporation,  was utilized by another group which filed the
corporate name Mortgage Assistance,  Inc. The Florida Secretary of States Office
informed  us that our  proposed  name was too similar  and  therefore  would not
accept our name change  filing.  We  anticipate  filing a derivation of Mortgage
Assistance by adding the word "Center". As of the date of this quarterly report,
we have not implemented any of the authorized  corporate changes.  We anticipate
completing  the  corporate  changes in two stages  during  November and December
2004. We  anticipate  implementing  the reverse split on, or about  November 22,
2004. We anticipate implementing the name change in early December 2004.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

a)       Exhibits

   Exhibit No.                Exhibit Name

       31                  Chief  Executive  and Financial  Officer-Section  302
                           Certification pursuant to Sarbane-Oxley Act.
       32                  Chief  Executive  and Financial  Officer-Section  906
                           Certification pursuant to Sarbanes-Oxley Act.

(b)      Reports on Form 8-K. None during this quarter.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                  SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.


Dated: November 12, 2004           /s/ Dale Hensel
                                  ----------------------------------------------
                                  By: Dale Hensel
                                  Title: President, CEO, CFO