U.S.SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

       For the quarterly period ended March 31, 2002

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

       For the transition period from January 1, 2002 to March 31, 2002.

                        Commission File Number 000-21627


                 Safe Alternatives Corporation of America, Inc.
     -----------------------------------------------------------------------
                 (Name of small business issuer in its charter)

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

                 440 Main Street, Ridgefield, Connecticut 06877
     ----------------------------------------------------------------------
                (Current Principal Executive Offices) (Zip Code)

                    Issuer's Telephone Number: (203) 438-4918

Check  whether the issuer (1) 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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---   ---

As of March 31, 2002,  there were  75,208,396  shares of Common Stock issued and
outstanding.


Transitional Small Business Disclosure Format (check one):  Yes    No X
                                                               ---   ---
<PAGE>



                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (Unaudited):

     As prescribed by Item 310 of Regulation  S-B, the  independent  auditor has
reviewed these unaudited interim financial statements of the registrants for the
three  months  ended  March 31,  2002.  The  financial  statements  reflect  all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the  results  for the  interim  period  presented.  The  unaudited
financial  statements  of  registrant  for the three months ended March 31, 2002
follow:





<PAGE>







                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                 FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
                             MARCH 31, 2002 AND 2001











<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                                TABLE OF CONTENTS





Balance Sheets,
March 31, 2002 and 2001                                                    1

Statements of Operations,
For the Three Months Ended March 31, 2002 and 2001                         2

Statements of Cash Flows,                                                  3
For the Three Months Ended March 31, 2002 and 2001

Notes to Financial Statements                                              4 - 6


<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                                 Balance Sheets
                             MARCH 31, 2002 AND 2001

                                                        2002            2001
                                                   ------------    ------------
                                     ASSETS

Current Assets:
  Cash                                             $        965    $      6,423
  Accounts receivable - net of allowance
    of $5,000 and $0 for 2002 and 2001                   11,763           4,509
                                                   ------------    ------------

  Total current assets                                   12,728          10,932
                                                   ------------    ------------

Property and Equipment, Net                              22,219          29,800
                                                   ------------    ------------

Loan Restructuring Costs                                      0               0
                                                   ------------    ------------

                                                   $     34,947    $     40,732
                                                   ============    ============



                      Liabilities and Stockholders' Deficit


Current Liabilities:
  Accounts payable and other accrued expenses      $    141,804    $    446,748
  Current maturities of stockholders' loans                --           926,900
  Convertible debentures                                251,500         726,500
                                                   ------------    ------------

  Total current liabilities                             393,304       2,011,312
                                                   ------------    ------------
Other Liabilities:
  Loss contingency                                         --           140,000
                                                   ------------    ------------

  Total other liabilities                                  --           140,000
                                                   ------------    ------------


Stockholder's Deficit:
  Common stock, $.0001 par value,
   200,000,000 shares authorized;
   issued(including shares in treasury)
   54,580,960 shares in 2001 and                        110,747         110,747
   30,330,960 in 2000
  Additional paid-in capital                         16,990,528      15,528,674
  Accumulated deficit                               (17,461,791)    (17,840,996)
  Subscriptions issuable                                  2,160           2,160
                                                   ------------    ------------

                                                       (358,356)     (2,199,415)

  Treasury stock                                             (1)             (1)
                                                   ------------    ------------

  Total stockholders' deficit                          (358,357)     (2,199,416)
                                                   ------------    ------------

                                                   $     34,947    $     40,732
                                                   ============    ============



                                       1
<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                            Statements of Operations
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001




                                                        2002            2001
                                                   ------------    ------------

Sales                                              $     28,956    $     26,049

Cost of Goods Sold                                       10,492          11,497
                                                   ------------    ------------

Gross Profit                                             18,464          14,552
                                                   ------------    ------------

Operating Costs:
  Selling, general and administrative                     9,442          22,556
  Research and development                                 --              --
  Depreciation and amortization                           1,896           1,896
                                                   ------------    ------------

  Total operating costs                                  11,338          24,452
                                                   ------------    ------------

Loss from Operations                                      7,126          (9,900)
                                                   ------------    ------------

Other Expenses:
  Interest expense - stockholders' loan                    --           (18,538)
  Interest expense - convertible notes                   (3,773)        (10,898)
                                                   ------------    ------------

  Total other expenses                                   (3,773)        (29,438)
                                                   ------------    ------------

Net Income (Loss) Before Extraordinary Item               3,353         (39,336)

 Extraordinary item (Note 5)                               --          (273,649)
 Extraordinary Item (Note 6)                            419,002            --
                                                   ------------    ------------

Net Income (Loss)                                  $    422,355    $   (312,985)
                                                   ============    ============

Net income (Loss) per Common Share                 $      .0068    $     (.0057)
                                                   ============    ============

Weighted Average Number of Common Shares             61,906,447      54,580,960
                                                   ============    ============




                                       2
<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                            StatementS of Cash Flows
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


                                                           2002         2001
                                                         ---------    ---------

Cash Flows from Operating Activities:

Net Income (Loss)                                        $ 422,355    $(312,985)

Adjustments to reconcile net income (loss)
  to net cash provided (used) in operating activities:
   Depreciation and amortization                             1,896        1,896
   Extraordinary item                                     (419,002)     273,649


  Changes in assets and liabilities:
   Accounts receivable                                      (7,254)       7,486
   Accounts payable and accrued expenses                     1,773       29,139
                                                         ---------    ---------

Net Cash Used in Operating Activities                         (232)        (815)
                                                         ---------    ---------

Net Cash Flows from Financing Activities:
   Net proceeds from issuance of common
    stock and subscriptions                                   --           --
                                                         ---------    ---------

Net Cash Provided by Financing Activities                     --           --
                                                         ---------    ---------

Net Decrease in Cash                                          (232)        (815)

Cash, Beginning of Year                                      1,197        7,238
                                                         ---------    ---------

Cash, End of Period                                      $     965    $   6,423
                                                         =========    =========


                                       3
<PAGE>



                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

1.   Basis of Presentation
--------------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for the 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 of the management, all
adjustments of a normal recurring nature necessary for a fair statement have
been included.

The financial statements and notes are condensed as permitted by Form 10-QSB and
do not contain certain information  included in the annual financial  statements
and notes of the Company.

Method of Accounting
--------------------

The financial  statements  are prepared  using the accrual basis of  accounting.
Generally accepted  accounting  principles  requires  management,  under certain
circumstances,  to make  estimates  and  assumptions  that  affect  the  amounts
reported in the financial  statements  and  accompanying  notes.  Actual results
could differ from those estimates.

Earnings Per Share

The following  data show the amounts used in computing  earnings per share as of
March 31, 2002 and 2001, respectively.

                                                         2001           2000
                                                    ------------   ------------


Loss used in basic EPS                              $    422,355   $   (312,985)
                                                    ============   ============
Weighted average number of common
  shares used in basic EPS                            61,906,447     54,580,960
                                                    ============   ============

Net loss per common share                           $      .0068   $     (.0057)
                                                    ============   ============


Property, Plant and Equipment

Property,  plant and equipment are recorded at cost. Depreciation is provided on
a  straight-line  basis over estimated  useful lives of the  respective  assets.
Leasehold  improvements  are  depreciated  over the shorter of the lease term or
economic life of the related improvement. Maintenance and repairs are charged to
expense as incurred; major renewals and betterments are capitalized.  When items
of  property,  plant and  equipment  are sold or retired,  the related  cost and
accumulated  depreciation  are removed from the accounts and any gain or loss is
included in the results of operations.



                                       4
<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



2.   Property and Equipment
---------------------------

As of March 31, 2002 and 2001 property and equipment consisted of the following:

                                                  2002        2001
                                                ---------   ---------

     Equipment                                  $  29,288   $  29,288
     Furniture & Fixtures                          10,008      10,008
     Leasehold Improvements                        11,468      11,468
                                                ---------   ---------
                                                   50,764      50,764
     Less: Accumulated depreciation                28,545      20,964
                                                ---------   ---------

     Property and Equipment - Net               $  22,219   $  29,800
                                                =========   =========

Depreciation  expense was $1,896 for the three  months  ended March 31, 2002 and
2001, respectively.

3.   Stockholders' Deficit
--------------------------

Shares Issued as Compensation and Commission
--------------------------------------------

During the quarter  ended March 31,  2002 and 2001,  respectively,  there were 0
fully vested shares of the Company's common stock issued to outside  consultants
for services rendered.

In addition,  during  quarters  ended March 31, 2002 and 2001,  respectively,  0
fully vested shares of the  Company's  Common Stock were issued to an officer of
the Company.

4.   Cash Flow Information
--------------------------

The Company  considers all short-term  investments with an original  maturity of
three months or less to be cash equivalents.

Cash paid for  interest  and income taxes for the years ended March 31, 2002 and
2001 were zero.

Non Cash Transaction
--------------------

In 2001 a loss due to  "restructuring  of troubled debt" of $273,649 was charged
against income, as referred to in Note 4.

5.   Extraordinary Item
-----------------------

During the first  quarter of 2001,  there was a change in the  treatment  of the
debt  restructuring  that had  occurred  in 1998 that  originally  resulted  the
capitalization  of  intangible  costs.  As per  FAS 15  these  intangible  costs
associated with this debt  restructuring will be classified as "Loss on Troubled
Debt  Restructuring"  and charged against income.  As a result,  to reflect this
change, the capitalized "Loan Restructuring Costs" of $273,649 have been charged
against income as of March 31, 2001.


                                       5
<PAGE>

                 SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000




6.   Transfer of Equity in Settlement of Convertible Notes
----------------------------------------------------------

During the first  quarter  of 2002 five (5)  holders  of the  Convertible  Notes
(totaling  $425,000) were issued 16,499,618  shares of the Company's  restricted
Common  Stock in exchange  for their  release of all  obligations  under or as a
result of the Convertible  Notes. The total market value of those shares issued,
$82,498, has been recorded as "additional paid-in capital" as of March 31, 2002.
At the transfer date the amounts due to debenture holders exceeded the aggregate
market  value of the shares  transferred,  and  accordingly  a gain of  $342,502
($.005 per  share) has been  included  in income  along with  $76,500 of accrued
interest as "Forgiveness of Debt Income" of $419,002.

7.   Subsequent Events
----------------------

In 2001, the Company  negotiated with various unsecured  creditors,  whereby the
creditors would receive (1) one share of restricted common share for each dollar
of debt currently outstanding.  The total amount of debt as of December 31, 2001
was $18,411. As of March 31, 2002 these shares have not been issued.



                                       6
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS:

Overview:
--------

     The following  discussion and analysis  should be read in conjunction  with
the Company's Financial Statements and notes and the other financial information
elsewhere in this filing. This report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Sections 21E of the
Securities  Exchange Act of 1934.  Actual results could differ  materially  from
those  projected  in the  forward-looking  statements  as a  result  of the risk
factors set forth below and  elsewhere  in this  report.  The  Company's  future
operating  results may be affected  by a number of  factors,  including  general
economic conditions,  cyclical factors affecting the Company's industry, lack of
growth in the Company's  end-markets,  and the  Company's  ability to settle its
debts and  manufacture  and sell its products at a profitable,  yet  competitive
price.

     The industry in which the Company  competes is highly  competitive  and the
Company  expects  such  competition  to  continue  in the  future.  Most  of the
Company's competitors are larger than the Company and have substantially greater
financial, technical, marketing and manufacturing resources.

     Our operations are concentrated in a single facility in Derby, Vermont with
one (1) employee and  substantially  reduced  overhead.  Our operations could be
interrupted  by fire or  other  events  beyond  our  control.  We do not  have a
detailed  disaster  plan.  In addition,  we do not carry  business  interruption
insurance to  compensate  us for losses that may occur and any losses or damages
incurred by us could have a material adverse effect on our business.

Results of Operations:
---------------------

Sales; Gross Margins; Net Losses:

     For the three months ended March 31, 2002,  sales increased to $28,956 from
$26,049 for the three months ended March 31, 2001, representing an 11% increase.
This was due to a steady flow of sales  similar to prior year,  which was due to
an  increase  in the number of sales  representative,  all of whom are paid on a
commission basis.

     The  Company's  gross  margin on sales  increased  from (55%) for the first
three months of 2001 to (64%) for the first three months of 2002.

     For the three  months  ended March 31,  2002,  the Company had a net income
before the extraordinary  item of $3,353, or $.00001 per share, as compared with
a net loss of $(39,336) or $(.0007) per share in the same period in the previous
year.  For the three months ended March 31, 2002 and 2001, the Company had a net
income of $422,355 or $.0068 per share, and a net loss of $(312,985) or $(.0057)
per share,  respectively.  The Company may continue to incur minimal  profits or


                                       7
<PAGE>

losses while  operating at the current  level.  The decrease in the net loss per
share in the three  months  ended March 31, 2002 from the same period in 2001 is
due to lower costs and the Forgiveness of Debt Income  described "Note 6" of the
financial statements.

     Selling,  General and Administrative  Expenses. For the three months ending
March 31,  2002,  the  Company  incurred  selling,  general  and  administrative
expenses of $9,442,  as  compared to $22,556 in the same period in the  previous
year.  Calculations  with  respect to the  percentage  of  selling,  general and
administrative expenses to sales are not meaningful.

     Research and Development.  For the quarters ending March 31, 2002 and 2001,
the Company did not have any research and development expenses. The research and
development  of the Company's  product lines were  terminated in 1998 due to the
Company's financial condition. The research facility in Brookfield,  CT was also
closed in 1998.  Calculations  with  respect to the  percentage  of research and
development expenses relative to sales are not meaningful.

     Liquidity  and  Capital  Resources.  The Company is  generating  sufficient
revenues  to  finance  its  current  operations  and has been  able to remain in
business  solely as a result of reducing  costs and settling its debt.  At March
31, 2002, the Company had current  assets of $12,728 and current  liabilities of
$393,304.  As of March 31,  2002,  the  Company  was able to  operate  at a near
breakeven  level based upon the reduction of costs  associated  with sales.  The
Company's  ability to continue as a going  concern in the near term is dependent
upon obtaining additional financing and continuing to settle its debt.

     Extraordinary Item. During the first quarter of 2001, there was a change in
the  treatment  of the  debt  restructuring  that  had  occurred  in  1998  that
originally  resulted the capitalization of intangible costs. As per FAS 15 these
intangible costs associated with this debt  restructuring  will be classified as
"Loss on Troubled Debt  Restructuring"  and charged against income. As a result,
to reflect this change, the capitalized "Loan  Restructuring  Costs" of $273,649
have been charged against income as of March 31, 2002.

     Extraordinary Item: During the first quarter of 2002, the company settled a
portion of its  convertible  note debt plus  interest of  $401,500,  through the
issuance of 16,499,618 shares of the Company's restricted Common Stock... At the
transfer  date the amounts due to the debenture  holders  exceeded the aggregate
market value of the shares  transferred  by  $419,002,  which is reflected as an
extraordinary gain.


                                       8
<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

     (a) Pending Legal Proceedings:  An adversary proceeding was brought against
the  Company  in July  1997,  in U.S.  Bankruptcy  Court  for  the  District  of
Connecticut,  by Richard Coan,  Trustee for the  Bankruptcy  Estate of Samuel E.
Bernstein (U.S.  Bankruptcy Court,  Dist. Conn.  Adversary  Proceedings File No.
97-5078).  The suit  sought a judgment  to  recover  accrued  but  unpaid  wages
totaling  approximately  $100,000 for 1995.  Judgment against the Company and in
favor of the Trustee was entered in this matter on or about April 5, 2000 in the
total amount of $140,000.  On or about October 23, 2001,  the  Bankruptcy  court
approved a  settlement  agreement  whereby a  Satisfaction  of Judgment  will be
entered  in this  matter  upon the  Trustee's  receipt  of $10,000 to be paid on
behalf of the Company. The settlement was paid on behalf of the Company on March
27, 2002, and a Satisfaction of Judgment has been filed.

     In October 2000,  Seaco  Insurance  Company filed an action  entitled Seaco
Insurance Company v. Safe Alternatives o f America, Inc. (Vermont Orleans County
Court Docket No.  274-10-000SCV)  alleging  non-payment  of insurance  premiums.
Default  judgment  was entered  against the Company on November  21, 2000 in the
total amount of $10,792.36.  Interest shall accrue on this judgment at a rate of
12% per annum and was in the amount of $1,619 as of March 31, 2002.

     (b)  Pending  Governmental  Proceedings:  The  Company  is not party to any
pending  action  involving  a  governmental  agency  and  is  not  aware  of any
contemplated action by a governmental agency against the Company.

ITEM 2.  CHANGES IN SECURITIES:

     During the first three  months of 2002,  the  Company  issued of a total of
16,449,618  shares of its  restricted  Common  Stock to five (5)  holders of the
Company's 6% Convertible  Notes (totaling  $425,000) in exchange for the release
of the Company's  obligations under or as a result of the Convertible Notes. Two
(2) holders of the foregoing  Convertible Notes (totaling $50,000) have informed
the Company  that they have  written  off the  obligations  under the  foregoing
Convertible  Notes and are  therefore  not  interested  in any  settlement.  The
Company  mistakenly  caused 124,168 shares of its restricted  common stock to be
issued  for the  benefit  of one (1)  holder in the  belief  that the holder had
agreed to a settlement  offer. The Company has requested that the Transfer Agent
cancel those shares.

     Mr.  Dominic  Parisi,  a director of the  Company,  recently  informed  the
Company  that he had  previously  purchased  a total of  308,804  shares  of the
Company's stock on the market. These shares are held in brokerage accounts.  Mr.
Parisi did not make any filing with the SEC with respect to these shares.

     The following corrected table shows, as of December 31, 2001, the shares of
Common  Stock  beneficially  owned  by all  of the  persons  who  served  as the
directors  or  officers  of the  Company  during  2001 as well as the  principal
shareholders  (greater  than  5%) of the  Company  individually  and,  as to the
directors and officers, as a group, including the additional shares owned by Mr.
Parisi.  The address of each person or entity,  unless  otherwise  noted, is c/o
Safe  Alternatives  Corporation of America,  Inc., 440 Main Street,  Ridgefield,
Connecticut.


                                       9
<PAGE>
<TABLE>
<CAPTION>

     The  number  of  shares  beneficially  owned by each  person  or  entity is
determined  under  rules of the  Securities  and  Exchange  Commission,  and the
information is not necessarily  indicative of beneficial ownership for any other
purpose. Under such rules,  beneficial ownership includes any shares as to which
the person has the sole or shared voting power or investment  power and also any
shares  which the person  has the right to  acquire as of a date  within 60 days
after the relevant date through the exercise of any stock option or other right.

--------------------------------- --------------------------- ------------------ ------------
                                                              Number of Shares   Percent
Beneficial Owner and Address      Position                    Owned              of Class (%)
--------------------------------- --------------------------- ------------------ ------------
--------------------------------- --------------------------- ------------------ ------------
<S>                               <C>                         <C>                <C>
Richard J. Fricke                 President & CEO (from 1/98        33,462,252          57.11
25 Buckingham Ridge Road          to 9/98 & during 12/98),       (Notes 1 & 2)
Wilton CT 06897                   CFO (from 1/01) Secretary
                                  (until 1/98) & Director
--------------------------------- --------------------------- ----------------- -------------
--------------------------------- --------------------------- ----------------- -------------
Dominic G. Parisi                 Secretary & Director               8,468,804          14.45
701 Kettner Blvd #75                                                  (Note 2)
San Diego CA
--------------------------------- --------------------------- ----------------- -------------
--------------------------------- --------------------------- ----------------- -------------
All Directors and Officers as a                                     41,931,056          71.16
Group
--------------------------------- --------------------------- ----------------- -------------
</TABLE>

     1. Includes (a) 300,000 shares of the Company's  restricted Common Stock as
compensation  for his  services  as an Officer and  Director  during  1998;  (b)
currently  exercisable  options to purchase  2,500,000  restricted shares of the
Company's Common Stock at an exercise price of $.01 per share, exercisable until
December  21, 2008,  for his  continued  service,  together  with the  liability
exposure attendant thereto,  as an Officer and Director of the Company after the
remainder of the Company's  Officers and Directors resigned in December 1998. In
1999,  the Company  converted  the award of these  options  into an award of the
Company's  restricted  Common Stock; (c) options to purchase 4,500 shares of the
Company's  restricted Common Stock as compensation for serving as an Officer and
Director of the Company  during  1998;  and (d) 2,954  shares owned by The Ridge
Group.

     Although the following are included in the total,  Mr. Fricke  specifically
disclaims any ownership in the following  shares:  (a) 82,080 shares held by the
Fricke Family Trust; (b) 636,800 shares held by Mr. Fricke's former spouse;  (c)
82,080  shares held by his father;  (d) 15,303  shares that he holds as Trustee;
and (e) 82,080 held by his grown children.

     2. In 1999, the Company  authorized  the issuance  options to purchase four
hundred  (400)  shares of the  Company's  restricted  Common Stock at $.0001 per
share for a period of five (5) years from the date of the meeting to each member
of the Board for each  meeting  attended.  Under this  plan,  each  Director  is
entitled  to  currently  exercisable  options to  purchase  6,000  shares of the
Company's  restricted  Common Stock in 1999 and options to purchase 4,000 shares
of restricted Common Stock for 2000. There were no options issued in 2001.


                                       10
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

     (a) Defaults In Debt  Obligations:  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. Interest on
the Notes is payable semi-annually.  The principal amount of the Notes, together
with unpaid interest thereon, is due and payable,  if not earlier converted,  on
March 3, 1999.  The Notes are  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 SEC  covering  the  shares to be
received upon  conversion  or (ii) the date the SEC declares  such  registration
statement effective.  The conversion price per share is 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  is waived by the  holder.  The  Company  has 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  with the SEC not  later  than  June 3,  1998,  and use its best
efforts to have declared  effective not later than July 3, 1998, a  registration
statement registering for resale the shares that would be issued upon conversion
of the  Notes.  The  Company  has  made no  payments  on  these  notes;  has not
repurchased  these  Notes,  and is in default  with  regard to its  registration
obligation.

     As of December  31,  2001,  five (5) holders of the  foregoing  Convertible
Notes (totaling $425,000) agreed to release all obligations under or as a result
of the  Convertible  Notes in exchange for the issuance of a total of 16,449,618
shares of the Company's restricted Common Stock. In addition, two (2) holders of
the foregoing  Convertible  Notes  (totaling  $50,000) have informed the Company
that they have written off the obligations under the foregoing Convertible Notes
and are therefore not interested in any settlement.  Therefore,  as of March 31,
2002,  the Company was in default in the  amounts of $251,500 in  principal  and
$49,305 in interest for a total of $300,805 in arrearages.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     No matters were submitted to a vote of the shareholders.

ITEM 5.  OTHER INFORMATION:

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

     (a)  Exhibits.   None.


     (b)  Reports on Form 8-K.   None.




                                       11
<PAGE>

                                    SIGNATURE

     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.

Dated this 17th day of May, 2002

                                              SAFE ALTERNATIVES CORPORATION
                                              OF AMERICA, INC.

                                     By        /s/ Richard J. Fricke
                                              ----------------------------------
                                              Richard J. Fricke
                                              President, Chief Executive Officer
                                              And Chief Financial Officer