UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


(Mark one)
   X     Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934


                  For the quarterly period ended June 30, 2003

         Transition Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934


                  For the transition period from ______________ to _____________

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


                        Commission File Number: 000-21627
                                                ---------

                 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)

                 440 Main Street, Ridgefield, Connecticut 06877
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (203) 438-4918
                           ---------------------------
                           (Issuer's telephone number)


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


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 reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES X  NO
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: July 24, 2003: 165,853,058

Transitional Small Business Disclosure Format (check one): YES    NO X
                                                              ---   ---



<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                 Form 10-QSB for the Quarter ended June 30, 2003

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         14

  Item 3   Controls and Procedures                                           16


Part II - Other Information

  Item 1   Legal Proceedings                                                 16

  Item 2   Changes in Securities                                             16

  Item 3   Defaults Upon Senior Securities                                   16

  Item 4   Submission of Matters to a Vote of Security Holders               16

  Item 5   Other Information                                                 17

  Item 6   Exhibits and Reports on Form 8-K                                  17


Signatures                                                                   17


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      18


















                                                                               2

<PAGE>



                                                      PART I
Item 1 - Financial Statements

                 Safe Alternatives Corporation of America, Inc.
                                  Balance Sheet
                                  June 30, 2003

                                   (Unaudited)

                                                                  June 30, 2003
                                                                  -------------
                                     ASSETS
Current Assets
   Cash on hand and in bank                                       $        --
                                                                  -------------
     Total current assets                                                  --
                                                                  -------------

TOTAL ASSETS                                                      $        --
                                                                  =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable - trade                                       $       5,756
                                                                  -------------

     Total current liabilities                                            5,756
                                                                  -------------


Commitments and contingencies


Stockholders' Equity (Deficit)
   Common stock - $0.0001 par value
     175,000,000 shares authorized
     165,853,058 shares issued and outstanding                            8,113
   Additional paid-in capital                                        22,857,223
   Accumulated deficit                                              (22,873,251)
                                                                  -------------
                                                                         (7,915)
   Subscriptions issuable                                                 2,160
   Treasury stock - at cost (11,682 shares)                                  (1)
                                                                  -------------

     Total stockholders' equity (deficit)                                (5,756)
                                                                  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $        --
                                                                  =============


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.
                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                 Safe Alternatives Corporation of America, Inc.
                 Statements of Operations and Comprehensive Loss
                Six and Three months ended June 30, 2003 and 2002

                                   (Unaudited)


                                                                 (Restated)                       (Restated)
                                                Six months       Six months     Three months     Three months
                                                  ended            ended            ended            ended
                                              June 30, 2003    June 30, 2002    June 30, 2003    June 30, 2002
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
Revenues - net                                $        --      $        --      $        --      $        --
Cost of Sales                                          --               --               --               --
                                              -------------    -------------    -------------    -------------

Gross Profit                                           --               --               --               --
                                              -------------    -------------    -------------    -------------

Operating Expenses
   Selling, general and
     administrative expenses                          4,771           (1,601)           2,284           (1,601)
   Interest expense                                   3,162            8,702            2,787            2,065
   Compensation expense related to
     common stock issuances at less
     than "fair value"                                 --          4,016,723             --            413,824
   Depreciation and amortization                       --               --               --               --
                                              -------------    -------------    -------------    -------------
     Total operating expenses                         7,933        4,023,824            5,071          414,288
                                              -------------    -------------    -------------    -------------

Loss from continuing operations
   before provision for income taxes                 (7,933)      (4,023,824)          (5,071)        (414,288)

Income tax benefit (expense)                           --               --               --               --
                                              -------------    -------------    -------------    -------------

Loss before discontinued operations                  (7,933)      (4,023,824)          (5,071)        (414,288)

Discontinued operations,
   net of income taxes
   Loss from discontinued operations,
     net of income taxes of $-0- and
     $-0-, respectively                                --            (14,430)            --            (21,555)
   Loss on disposition, net of income taxes
     of $-0- and $-0-, respectively                    --            (24,195)            --            (24,195)
                                              -------------    -------------    -------------    -------------
   Loss from discontinued operations                   --            (38,625)            --            (45,750)
                                              -------------    -------------    -------------    -------------

Net Loss                                             (7,933)      (4,062,449)          (5,071)        (460,038)

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

Comprehensive Loss                            $      (7,933)   $  (4,062,449)   $      (5,071)   $    (460,038)
                                              =============    =============    =============    =============


                                  - Continued -

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>

                 Safe Alternatives Corporation of America, Inc.
           Statements of Operations and Comprehensive Loss - Continued
                Six and Three months ended June 30, 2003 and 2002

                                   (Unaudited)

                                                Six months       Six months     Three months     Three months
                                                  ended            ended            ended            ended
                                              June 30, 2003    June 30, 2002    June 30, 2003    June 30, 2002
                                              -------------    -------------    -------------    -------------

Loss before discontinued operations           $      (7,933)   $  (4,023,824)   $      (5,071)   $    (414,288)

Loss from discontinued operations                      --            (38,625)            --            (45,750)
                                              -------------    -------------    -------------    -------------

Comprehensive Loss                            $      (7,933)   $  (4,062,449)   $      (5,071)   $    (460,038)
                                              =============    =============    =============    =============

Netloss per weighted-average share
   of common stock outstanding,
   calculated on Net Loss -
   basic and fully diluted
     From continuing operations               $       (0.00)   $       (0.05)   $           0.00 $        0.00
     From discontinued operations                      0.00             0.00                0.00          0.00
                                              -------------    -------------    -------------    -------------
       Total                                  $       (0.00)   $       (0.05)   $           0.00 $        0.00
                                              =============    =============    =============    =============

Weighted-average number of shares
   of common stock outstanding                  165,853,058       82,940,377      165,853,058       98,147,698
                                              =============    =============    =============    =============
</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
                     Six months ended June 30, 2003 and 2002

                                   (Unaudited)


                                                                                  (Restated)
                                                                  Six months      Six months
                                                                    ended           ended
                                                                June 30, 2003    June 30, 2002
                                                                -------------    -------------
<S>                                                             <C>              <C>
Cash Flows from Operating Activities
   Net loss for the period                                      $      (7,933)   $  (4,062,449)
   Adjustments to reconcile net loss to net cash
     provided by operating activities
       Depreciation                                                      --              3,791
       Compensation expense related to common
         stock issuances at less than "fair value"                       --          4,016,723
       (Increase) Decrease in
         Current assets of discontinued operations                       --              4,510
       Increase (Decrease) in
         Current liabilities of discontinued operations                  --             20,324
         Accounts payable - trade                                     (15,183)           7,203
         Accrued interest payable                                      (7,216)           8,701
                                                                -------------    -------------
Net cash used in operating activities                                 (30,332)          (1,197)
                                                                -------------    -------------

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

Cash Flows from Financing Activities

   Cash used to repay convertible debt                                (25,000)            --
   Cash contributed to support operations                              55,332             --
                                                                -------------    -------------
Net cash provided by financing activities                              30,332             --
                                                                -------------    -------------

Increase (Decrease) in Cash                                              --             (1,197)

Cash at beginning of period                                              --              1,197
                                                                -------------    -------------

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                           $        --      $        --
                                                                =============    =============

Supplemental Disclosure of Non-cash
   investing and financing activities
     Common stock issued for retirement of debt                 $        --      $     551,500
                                                                =============    =============
     Common stock issued in payment of accrued interest         $        --      $     129,792
                                                                =============    =============
     Common stock issued in payment of trade accounts payable   $        --      $      46,501
                                                                =============    =============
</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 Financial Statements


NOTE A - 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  the  business  (the
"Business"),  including,  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).


NOTE B - 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.




                (Remainder of this page left blank intentionally)



                                                                               7

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE C - Going Concern Uncertainty

On September 17, 2002,  the Board of Directors of the Company agreed to sell, as
of June 30, 2002, of 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.  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.

EAI is owned by Mr. Kenneth  Hodgdon,  an employee who was  responsible  for the
Company's  daily  operations.  The  Company  was in the  business  of  marketing
AmeriStripTM,  a paint stripper, and assembling and marketing NaturalCoolTM,  an
air  circulation  system.  The assets  purchased  include the  AmeriStripTM  and
NaturalCoolTM patents, the formula for a water-based foam product, furniture and
fixtures,  equipment,  leasehold  improvements,  accounts  receivable,  works in
progress,  and the Company's name. The  liabilities  assumed include but are not
limited to accounts payable and a judgment.  Shareholders  holding a majority of
the Company's common stock approved the Agreement by written action in lieu of a
shareholder's meeting.

Accordingly,  as of July 1, 2002,  the Company has no assets or  operations  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.

The Company  anticipates  issuing  additional  equity securities to facilitate a
business  combination  transaction  with another  entity.  However,  there is no
assurance that the Company will be able to consummate such a transaction or that
such transaction,  if available, will be done on terms favorable to the existing
shareholders or affordable by the Company.

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 at this time. In the event the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

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.




                                                                               8

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE C- Going Concern Uncertainty - Continued

The Company has no assets,  several liabilities and no operations,  our auditors
have  issued a review  report on the  accompanying  financial  statements  which
includes a statement  describing our going concern  status.  This means,  in our
auditor's  opinion,  substantial  doubt about our ability to continue as a going
concern exists at the date of their opinion.

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.


NOTE D - Discontinued Operations

As  discussed  in Note C, the  Company  disposed  of all  operating  activities,
effective of July 1, 2002, on September 17, 2002.

The results of the Company's operations for the respective periods presented are
reported  as a  component  of  discontinued  operations  in  the  statements  of
operations.  Additionally,  the respective  gain or loss incurred on the sale of
the  Company's  operations  are also  presented  separately  as a  component  of
discontinued operations.

Summarized results of operations for the disposed  operations for the year ended
December 31, 2002:

                                                                    Year ended
                                                                   December 31,
                                                                       2002
                                                                   ------------

     Net sales                                                     $     33,147
                                                                   ============
     Operating income (loss)                                       $    (14,430)
                                                                   ============
     Loss from discontinued operations                             $    (14,430)
                                                                   ============


NOTE E - Summary of Significant Accounting Policies

1.   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.

2.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At June 30, 2003 and 2002, 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.


                                                                               9

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE E - Summary of Significant Accounting Policies - Continued

2.   Income Taxes
     ------------

     As of June 30,  2003 and  2002,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is 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 any
     change in control involving 50 percentage points or more of the then issued
     and outstanding securities of the Company.

3.   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, 2003, the Company has no outstanding stock warrants, options or
     convertible  securities  which could be considered as dilutive for purposes
     of the loss per share calculation. The warrants, options and/or convertible
     securities outstanding at June 30, 2002 are considered anti-dilutive due to
     the Company's net operating loss position.


NOTE F - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates 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 G - 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  bear  interest  at 6.0% per annum,
payable semi-annually in arrears, in cash or, at the Company's option, in shares
of Common Stock of the Company. The notes mature 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  is  not  the  surviving
corporation.  The notes rank senior to all other indebtedness of the Company now
or hereafter  existing,  other than  indebtedness to banks, in terms of priority
and security.

                                                                              10

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE G - Convertible Notes Payable - Continued

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 U. S. Securities and Exchange  Commission (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 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. The Company has made no payments
on these notes;  has not repurchased  these Notes, and is 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 have written off the balances  owed to them by the Company
and  therefore  have  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 includes $6,000 of accrued interest.

During 2002, all but one (1) of the Holders of the foregoing  Convertible Notes,
totaling  approximately  $651,500,  agreed to release all obligations  under the
Convertible  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.

During the quarter  ended June 30, 2003,  the Company  exercised  it's option to
repurchase the remaining outstanding Convertible 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 H - Income Taxes

The components of income tax (benefit) expense,  on continuing  operations,  for
the six months ended June 30, 2003 and 2002, respectively, are as follows:

                                                     Six months      Six months
                                                       ended           ended
                                                   June 30, 2003   June 30, 2002
                                                   -------------   -------------

     Federal:
       Current                                     $        --     $        --
       Deferred                                             --              --
                                                   -------------   -------------
                                                            --              --
                                                   -------------   -------------
     State:
       Current                                              --              --
       Deferred                                             --              --
                                                   -------------   -------------
                                                            --              --
                                                   -------------   -------------
              Total                                $        --     $        --
                                                   =============   =============

                                                                              11

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE H - Income Taxes - Continued

As of June 30,  2003,  the  Company has a net  operating  loss  carryforward  of
approximately  $9,500,000 to offset future  taxable  income.  Subject to current
regulations,  this  carryforward  will  begin to expire in 2007.  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  involving
holders of more than 5.0% of the Company's  issued and outstanding  common stock
as of the  beginning of the  previous tax year;  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.

The  Company's  income tax expense for each of the six month  periods ended June
30, 2003 and 2002, respectively,  differed from the statutory federal rate of 34
percent as follows:
<TABLE>
<CAPTION>

                                                              Six months       Six months
                                                                ended            ended
                                                            June 30, 2003    June 30, 2002
                                                            -------------    -------------
<S>                                                         <C>              <C>
Statutory rate applied to
    income before income taxes                              $      (2,700)   $  (1,381,000)
Increase (decrease) in income
   taxes resulting from:
     State income taxes                                              --               --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward           2,700        1,381,000
                                                            -------------    -------------

       Income tax expense                                   $        --      $        --
                                                            =============    =============
</TABLE>

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 deferred tax assets and liabilities
as of December 31, 2002 and 2001, respectively:

                                                   December 31,    December 31,
                                                       2002            2001
                                                   ------------    ------------
     Deferred tax assets
       Net operating loss carryforwards            $  3,230,000    $  3,100,000
       Less valuation allowance                      (3,230,000)     (3,100,000)
                                                   ------------    ------------

     Net Deferred Tax Asset                        $       --      $       --
                                                   ============    ============

During the years ended December 31, 2002 and 2001, respectively, the reserve for
the deferred current tax asset did not significantly change.


NOTE I - 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.


                                                                              12

<PAGE>

                 Safe Alternatives Corporation of America, Inc.

                    Notes to Financial Statements - Continued


NOTE I - Common Stock Transactions - Continued

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 has been  assigned  to this  issuance  pending  the  consummation  of a
business combination transaction.


NOTE J - 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.




                                                                              13

<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

(3)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2)  Results of Operations, Liquidity and Capital Resources

On September 17, 2002,  the Board of Directors of the Company agreed to sell, as
of June 30, 2002, of all of SACA'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 SACA  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 SACA as of June 30, 2002 as a result of, or is in any way related
to any of SACA's  obligations to its creditors and all adverse judgments entered
against SACA except any  obligations to the  following:  (A)  Continental  Stock
Transfer and Trust Company,  SACA's transfer agent;  (B) Green Holman,  Frenia &
Company,  L.L.P., SACA's former auditors;  (C) Arab Commerce Bank, a holder of a
SACA 6% Convertible Note; and (D) Settlement  amounts due upon the completion of
a merger  or other  combination  between  SACA and  another  company.  Except as
provided above, the agreement to assume SACA's  liabilities and to indemnify and
hold SACA 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.

EAI is owned by Mr. Kenneth  Hodgdon,  an employee who was  responsible  for the
Company's  daily  operations.  The  Company  was in the  business  of  marketing
AmeriStripTM,  a paint stripper, and assembling and marketing NaturalCoolTM,  an
air  circulation  system.  The assets  purchased  include the  AmeriStripTM  and
NaturalCoolTM patents, the formula for a water-based foam product, furniture and
fixtures,  equipment,  leasehold  improvements,  accounts  receivable,  works in
progress,  and the Company's name. The  liabilities  assumed include but are not
limited to accounts payable and a judgment.  Shareholders  holding a majority of
the Company's common stock approved the Agreement by written action in lieu of a
shareholder's meeting.

Accordingly,  as of July 1, 2002,  the Company has no assets or  operations  and
intends to seek a suitable  business  combination  transaction  through either a
purchase or merger.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company begins meaningful operations.


                                                                              14

<PAGE>



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,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

Plan of Business
----------------

General
-------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective  of the  industry  in which it is  engaged.  A  combination  may be
structured as a merger,  consolidation,  exchange of the Company's  common stock
for stock or  assets  or any  other  form  which  will  result  in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards
---------------------------------

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

                                                                              15

<PAGE>




     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief Executive and Financial  Officer.  Based upon that evaluation,
the Company's  President,  Chief Executive and Financial  Officer concluded that
the Company's disclosure controls and procedures are effective.  There have been
no significant  changes in the Company's  internal controls or in other factors,
which could  significantly  affect internal controls  subsequent to the date the
Company  carried out its  evaluation.  Disclosure  controls and  procedures  are
controls  and other  procedures  that are  designed to ensure  that  information
required  to be  disclosed  in  Company  reports  filed or  submitted  under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
Company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's  Chief  Executive and Financial  Officer as
appropriate, to allow timely decisions regarding required disclosure.


                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     None

Item 3 - Defaults upon Senior Securities

     None

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

     None


                                                                              16

<PAGE>

Item 5 - Other Information

   None

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits
   --------
     99.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

   Reports on Form 8-K
   -------------------
     None

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


                                   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: July 24, 2003                                /s/ Richard J. Fricke
       -------------                        ------------------------------------
                                                               Richard J. Fricke
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director




























                                                                              17

<PAGE>

     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


In connection  with the Quarterly  Report of Safe  Alternatives  Corporation  of
America,  Inc.  (Registrant) on Form 10-QSB for the quarter ended June 30, 2003,
as filed with the Securities  and Exchange  Commission,  on the date hereof,  I,
Richard J. Fricke,  Chief Executive and Chief Financial  Officer of the Company,
certify  to the  best of my  knowledge,  pursuant  to 18 USC  1350,  as  adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed this Quarterly  Report on Form 10-QSB of Safe  Alternatives
     Corporation of America, Inc. for the quarter ended June 30, 2003.

(2)  Based on my knowledge,  this  Quarterly  Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  Quarterly  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Quarterly Report;

(4)  The registrant's other certifying  officers,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  Quarterly
          Report is being prepared;
     (b)  evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and
     (c)  presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The Registrant's other certifying  officers,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and
     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

(6)  The Registrant's other certifying officers, if any, and I have indicated in
     this  Quarterly  Report  whether or not there were  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.


/s/ Richard J. Fricke                                       Dated: July 24, 2003
---------------------                                              -------------
Richard J. Fricke
Chief Executive and
Chief Financial Officer


                                                                              18