UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

                For the quarterly period ended September 30, 2004


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

            For the transition period from ___________ to ___________

                        Commission file number 000-17746


                      Safe Technologies International, Inc.
                      -------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Delaware                                          22-2824492
         --------                                          ----------
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                          Identification No.)

            2875 S. Ocean Boulevard, Suite 104, Palm Beach, FL 33480
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (561)_832-2700
                                 --------------
                             (Issuer's telephone number)

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

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 [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

           928,556,602 shares of common stock as of November 10, 2004


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

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                      September 30,   December 31
                                                                          2004           2003
                                                                       -----------    -----------
                                                                                       (Audited)
                                   ASSETS
<S>                                                                    <C>            <C>
CURRENT ASSETS
   Cash                                                                $    27,650    $     8,713
   Accounts receivable, net of allowance for doubtful accounts of
        $3,647 and $20,000 respectively                                      1,424          4,192
                                                                       -----------    -----------

            Total current assets                                            29,074         12,905
                                                                       -----------    -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                       22,675         33,649

        Less: Accumulated depreciation                                     (16,493)       (14,246)
                                                                       -----------    -----------

            Total property and equipment                                     6,182         19,403
                                                                       -----------    -----------

OTHER ASSETS
    Deposits                                                                 2,889          2,889
    Other assets, net                                                       51,945         53,331
                                                                       -----------    -----------

            Total other assets                                              54,834         56,220
                                                                       -----------    -----------

Total Assets                                                           $    90,090    $    88,528
                                                                       ===========    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                   $    45,171    $    71,099
    Accrued expenses                                                        70,454         88,218
    Notes and loans payable-related party                                  828,739        621,394
    Deferred revenue                                                         2,470          3,070
                                                                       -----------    -----------

            Total current liabilities                                      946,834        783,781
                                                                       -----------    -----------

Total Liabilities                                                          946,834        783,781
                                                                       -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
    928,556,602 and 888,506,602  shares issued and outstanding at            9,286          8,885
    September 30, 2004 and December 31,  2003 respectively
    Additional paid-in capital                                           7,452,568      7,255,618
    Stock Issued for Cancelled Acquisition                                 (40,950)         - 0 -
    Subscriptions received                                                  12,000         12,000
    Retained earnings (deficit)                                         (8,289,648)    (7,971,756)
                                                                       -----------    -----------

            Total stockholders' equity                                    (856,744)      (695,253)
                                                                       -----------    -----------

Total Liabilities and Stockholders' Equity (Deficit)                   $    90,090    $    88,528
                                                                       ===========    ===========
</TABLE>


    The accompanying notes are an integral part of the financial statements


                                       2
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>

                                                            2004             2003
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $      40,858    $      52,370
                                                       -------------    -------------

          Net sales                                           40,858           52,370
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                        11,325            8,167
                                                       -------------    -------------

          Total cost of operations                            11,325            8,167
                                                       -------------    -------------

Gross Profit                                                  29,533           44,203
                                                       -------------    -------------

OPERATING EXPENSES
    Sales and marketing expense                               10,270            5,898
    General and administrative expenses                      259,551          116,529
    Amortization and depreciation                              2,247           27,743
                                                       -------------    -------------

          Total operating expenses                           272,068          150,170
                                                       -------------    -------------

Operating income (loss)                                     (242,535)        (105,967)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (64,385)         (21,515)
    Loss on fixed asset retirement                           (10,972)             -0-
                                                       -------------    -------------

          Total other income (expense)                       (75,357)         (21,515)
                                                       -------------    -------------

Loss before provision for income taxes                      (317,892)        (127,482)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $    (317,892)   $    (127,482)
                                                       =============    =============

Net income (loss) per common share, basic              $        0.00    $        0.00
                                                       =============    =============

Weighted average number of common shares outstanding     914,058,420      874,826,599
                                                       =============    =============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>

                                                            2004            2003
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $      11,738    $      14,666
                                                       -------------    -------------

          Net sales                                           11,738           14,666
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                         4,125            1,280
                                                       -------------    -------------

          Total cost of operations                             4,125            1,280
                                                       -------------    -------------

Gross Profit                                                   7,613           13,386
                                                       -------------    -------------

OPERATING EXPENSES
    Sales and marketing expense                                8,670            2,799
    General and administrative expenses                       18,445          100,710
    Amortization and depreciation                                749           15,518
                                                       -------------    -------------

          Total operating expenses                            27,864          119,027
                                                       -------------    -------------

Operating income (loss)                                      (20,251)        (105,641)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (22,490)         (11,270)
    Loss on fixed asset retirement                             - 0 -            - 0 -
                                                       -------------    -------------

          Total other income (expense)                       (22,490)         (11,270)
                                                       -------------    -------------

Loss before provision for income taxes                       (42,741)        (116,911)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $     (42,741)   $    (116,911)
                                                       =============    =============

Net income (loss) per common share, basic              $        0.00    $        0.00
                                                       =============    =============

Weighted average number of common shares outstanding     928,556,602      876,159,932
                                                       =============    =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                 NUMBER                    ADDITIONAL                                                  TOTAL
                                   OF         COMMON        PAID-IN        SUBS.        CANCELLED    ACCUMULATED    STOCKHOLDERS'
                                 SHARES       STOCK         CAPITAL       RECEIVED     ACQUISITION     DEFICIT     EQUITY (DEFICIT)
2002                          -----------   -----------   -----------    -----------   -----------    -----------    -----------
<S>                           <C>           <C>           <C>            <C>           <C>            <C>            <C>
BALANCE, December 31,         829,326,599   $     8,293   $ 6,930,865    $         0   $         0    $(6,948,060)   $    (8,902)
2001

Shares sold for cash            5,000,000            50        49,950              0             0              0         50,000

Subscription received                   0             0             0         12,000             0              0         12,000

Shares for services and        37,500,000           375       169,565              0             0              0        169,940
expenses

Net loss year ended Dec 31,             0             0             0              0             0       (444,960)      (444,960)
2002                          -----------   -----------   -----------    -----------   -----------    -----------    -----------

BALANCE, December 31,         871,826,599         8,718     7,150,380         12,000             0     (7,393,020)      (221,922)
2002

Prior Year Share Adjustment       680,003             7            (7)             0             0              0              0

Shares for services and         6,000,000            60        45,945              0             0              0         46,005
expenses

Stock Based Compensation       10,000,000           100        59,300              0             0              0         59,400

Net loss year ended Dec 31,             0             0             0              0             0       (578,736)      (578,736)
2003                          -----------   -----------   -----------    -----------   -----------    -----------    -----------

BALANCE, December 31,         888,506,602         8,885     7,255,618         12,000             0     (7,971,756)      (695,253)
2003

Shares for services and         4,200,000            42        31,358              0             0              0         31,400
expenses

Stock Based Compensation       30,000,000           300       124,700              0             0              0        125,000

Stock issued for Terminated     5,850,000            58        40,892              0       (40,950)             0              0
Acquisition

Net loss nine months ended
September 30, 2004                      0             0             0              0             0       (317,892)      (317,892)
                              -----------   -----------   -----------    -----------   -----------    -----------    -----------

BALANCE, September 30,        928,556,602         9,285     7,452,568         12,000       (40,950)    (8,289,648)      (856,745)
2004                          ===========   ===========   ===========    ===========   ===========    ===========    ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>


                                                                           2004        2003
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       $(317,892)   $(244,393)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           2,247       95,010
    Bad debt expense                                                        2,000            0
    Impairment of Goodwill and Intangible Assets                                0            0
    Loss on Fixed Asset Retirement                                         10,972            0
    Stock based compensation                                              125,000            0
    Expenses paid by common stock                                          31,400       94,606
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                                768          297
    (Increase) decrease in deposits & other assets                          1,386        4,227
    Increase (decrease) in accounts payable                               (25,928)     (48,044)
    Increase (decrease) in accrued expenses                               (17,761)     (58,775)
    Increase (decrease) in deferred revenue                                  (600)           0
                                                                        ---------    ---------

Net cash provided (used) by operating activities                         (188,408)    (157,072)
                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                                0            0
                                                                        ---------    ---------

Net cash provided (used) by investing activities                                0            0
                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases of  Shareholders Loans/Notes-related parties                207,345      161,488
                                                                        ---------    ---------

Net cash provided (used) by financing activities                          207,345      161,488
                                                                        ---------    ---------

Net increase (decrease) in cash                                            18,937        4,416

CASH and equivalents, beginning of period                                   8,713        1,940
                                                                        ---------    ---------

CASH and equivalents, end of period                                     $  27,650    $   6,356
                                                                        =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of taxes                                                        $       0    $       0
                                                                        =========    =========
Payment of interest in cash                                             $       0    $       0
                                                                        =========    =========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      THE COMPANY The Company was incorporated under the laws of the State of
              Delaware on May 21, 1987 as Safe Aid Products, Inc. On February 9,
              1998, the Company changed its name to Safe Technologies
              International, Inc. Safe Technologies International, Inc. ("Safe
              Tech") is a multi-faceted company specializing in Internet
              services and products.

              A) PRINCIPLES OF CONSOLIDATION The consolidated financial
              statements include the accounts of Safe Technologies
              International, Inc. and its subsidiaries, Total Micro Computers,
              Inc., Connect. ad, Inc., Connect.ad Services, Inc., Agenesis
              Corporation, and Internet Associates International, Inc. All
              material inter-company transactions and balances have been
              eliminated in the consolidated financial statements.

              B) USE OF ESTIMATES The financial statements have been prepared in
              conformity with accounting principles generally accepted in the
              United States. In preparing the financial statements, management
              is required to make estimates and assumptions that effect the
              reported amounts of assets and liabilities and disclosure of
              contingent assets and liabilities as of the dates of the balance
              sheets and statements of operations for the years then ended.
              Actual results may differ from these estimates. Estimates are used
              when accounting for allowance for bad debts, collectibility of
              accounts receivable, amounts due to service providers,
              depreciation, litigation contingencies, among others. Results of
              operations for the nine and three months ended September 30, 2004
              and 2003 may not be representative of a full years activity.

              C) REVENUE RECOGNITION Revenues of Safe Technologies
              International, Inc. are recognized at the time the services are
              rendered to customers. Services are rendered when the Company's
              representatives receive the customer's requests and completes the
              customer's orders.

              D) NET LOSS PER SHARE, BASIC Net income per share is computed by
              dividing the net income by the weighted average number of shares
              outstanding during the period. Net income per share, diluted, is
              not presented as no potentially dilutive securities are
              outstanding.

              E) CASH EQUIVALENTS The Company considers all highly liquid debt
              instruments with an original maturity of three months or less to
              be cash equivalents. Cash and cash equivalents, accounts
              receivable and accounts payable are short-term in nature and the
              net values at which they are recorded are considered to be
              reasonable estimates of their fair values. The carrying values of
              notes payable are deemed to be reasonable estimates of their fair
              values.

              F) CONCENTRATION RISKS The Company's sources of revenue and
              accounts receivable are comprised primarily of customers in the
              Internet industry. The Company requires no collateral from its
              customers since, in many cases, it has written contracts with
              them.

              G) FIXED ASSETS Fixed assets are recorded at cost. Depreciation is
              computed on the straight-line method, based on the estimated
              useful lives of the assets of generally five or ten years.
              Expenditures for maintenance and repairs are charged to operations
              as incurred. Depreciation expense was $2,247 and $ 27,743 for the
              nine months ended September 30, 2004 and 2003, respectively.


                                       7
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              H) INTANGIBLE ASSETS The Company continually evaluates the
              carrying value of goodwill and other intangible assets to
              determine whether there are any impairment losses. If indicators
              of impairment are present in intangible assets used in operations
              and future cash flows are not expected to be sufficient to recover
              the assets' carrying amount, an impairment loss would be charged
              to expense in the period identified. Management had determined
              that the goodwill, copyrights and trademarks reflected on the
              Company's balance sheet at December 31, 2003 have been impaired in
              value due to lack of viable cash flows that can be generated in
              the foreseeable future, which will generate sufficient cash flows
              to recover their carrying amounts. A provision was made to reflect
              the impairment.

              I) ADVERTISING Advertising costs, which are included in selling,
              general and administrative expenses, are expensed as costs are
              incurred.

              J) DEFERRED REVENUE Deferred income arises in the normal course of
              business from billing and collection of annual contracts.

              K) RECLASSIFICATIONS -Historical financial information has in some
              cases been reclassified to conform to current financial
              presentation.

              L) INTERIM FINANCIAL INFORMATION The financial statements for the
              nine and three months ended September 30, 2004 and 2003 are
              unaudited and include all adjustments which in the opinion of
              management are necessary for fair presentation, and such
              adjustments are of a normal and recurring nature. The results for
              the nine and three months are not indicative of a full year
              results.

(2) INCOME TAXES Deferred income taxes (benefits) are provided for certain
              income and expenses which are recognized in different periods for
              tax and financial reporting purposes. The Company had net
              operating loss carry-forwards for income tax purposes of
              approximately $7,639,000 with the latest expiring $ 578,000,
              $445,000, $589,200, $3,016,100 and $920,000 at December 31, 2018,
              2017, 2016, 2015 and 2014, respectively. The amount recorded as
              deferred tax asset as of December 31, 2003 is approximately
              $2,800,000, which represents the amount of tax benefit of the loss
              carry-forward. The Company has established a 100% valuation
              allowance against this deferred tax asset, as the Company has no
              history of profitable operations.

(3) STOCKHOLDERS' EQUITY The Company has authorized 999,999,000 shares of
              $.00001 par value common stock, with 928,556,602 shares issued and
              outstanding at September 30, 2004.

              In 2002, the Company issued 5,000,000 shares of restricted common
              stock in exchange for $50,000 in cash, or $0.01 per share. In
              2002, the Company issued 3,500,000 shares of common stock for
              legal services valued at $16,500, at prices ranging from $0.0038
              to $0.007 per share. In 2002, the Company issued 34,000,000 shares
              of common stock for services valued at $153,440, or $0.0045 per
              share. In 2002, the Company received $12,000 in cash for
              approximately 2,500,000 shares of restricted common stock. These
              shares have not yet been issued.

                                       8
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) STOCKHOLDERS' EQUITY (cont'd)
              In 2003, the Company issued 10,000,000 shares of restricted common
              stock to company officers for services valued at $ 59,400. In
              2003, the Company issued 6,000,000 shares of common stock for
              services valued at $46,005 or $.008 per share.

              In the first quarter of 2004, the company issued 4,200,000 shares
              of common stock valued at $ 31,400 for services and, and
              20,000,000 shares of restricted common stock valued at $70,000 for
              compensation to a former officer of the company.

              In the second quarter, the company issued 10,000,000 shares of
               unrestricted common stock valued at $ 55,000 for compensation to
               a former officer of the company.

(4) COMMITMENTS AND CONTINGENCIES The Company rents office space in Palm Beach,
              Florida under a lease that commenced December 2003 and expires
              November 2005. The total monthly rent is currently $1,285.Future
              lease expenses are $3,855 for 2004 and $14,135 in 2005. Prior to
              the new office lease, the Company rented office space, furniture
              and equipment on a month-to-month basis for $1,000 from the former
              CEO.

(5) SHORT-TERM DEBT At September, 2004, short-term debt consisted of the
              following:
                                                                    2004
                                                              ----------------
              12% Notes payable to a shareholder,
              unsecured, due on demand. Upon any default,
              the note becomes due immediately at an
              interest rate of 18% per annum.                 $     828,739


              Total short-term debt                           $     828,739
                                                              ================

              In addition to his own loans, the shareholder purchased two notes
              payable to former officers of the corporation.

(6) GOING CONCERN The accompanying financial statements have been
              prepared assuming that the Company will continue as a going
              concern. The Company's financial position and operating results
              raise substantial doubt about the Company's ability to continue as
              a going concern, as reflected by the net loss of $317,892 for the
              nine months ending September 30, 2004, $5578,736 and $444,960 for
              the years ended December 31, 2003 and 2002. The total cumulative
              loss is $8,289,648. The ability of the Company to continue as a
              going concern is dependent upon developing sales and obtaining
              additional capital and financing. The financial statements do not
              include any adjustments that might be necessary if the Company is
              unable to continue as a going concern. The Company is currently
              pursuing acquisitions of viable business's in conjunction with
              seeking additional capital to fund its planned operations.

                                       9
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) RELATED PARTY TRANSACTIONS In 2003 and 2002, the Company paid rent and
              purchased services from and made reimbursements to a related party
              company owned by a former officer. The services purchased were
              primarily secretarial and reimbursements which include telephone
              expenses, courier charges and postage. Total payments made to this
              company during the years ended December 31, 2003 and 2002 were
              $20,500 and $18,721, respectively. Total amounts owed to this
              company as of December 31, 2003 and 2002 were $64,087 and $22,087,
              respectively.

(8) RECENT ACCOUNTING PRONOUNCEMENTS In October 2001, the FASB issued Statement
              of Financial Accounting Standards No. 144, "Accounting for the
              Impairment or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144
              supersedes Statement of Financial Accounting Standards No. 121,
              "Accounting for the Impairment of Long-Lived Assets and for
              Long-Lived Assets to be Disposed of." SFAS 144 applies to all
              long-lived assets, including discontinued operations, and
              consequently amends the accounting and reporting provisions of
              Accounting Principles Board Opinion No. 30, "Reporting the Results
              of Operations -- Reporting the Effects of Disposal of a Division
              of a Business, and Extraordinary, Unusual and Infrequently
              Occurring Events and Transactions." SFAS 144 develops one
              accounting model for long-lived assets that are to be disposed of
              by sale and requires the measurement to be at the lower of book
              value or fair value less cost to sell. Additionally, SFAS 144
              expands the scope of discontinued operations to include all
              components of an entity with operations that (1) can be
              distinguished from the rest of the entity and (2) will be
              eliminated from the ongoing operations of the entity in a disposal
              transaction. SFAS 144 is effective for fiscal years beginning
              after December 15, 2001. Impairment charges of approximately
              $225,000 were provided in 2003.

              In April 2002, the FASB issued Statement of Financial Accounting
              Standards No. 145, "Rescission of FASB Statements No. 4, 44, and
              64, Amendment of FASB Statement No. 13, and Technical Corrections"
              (SFAS 145). SFAS 145 eliminates extraordinary accounting treatment
              for reporting gain or loss on debt extinguishment and amends other
              existing authoritative pronouncements to make various technical
              corrections, clarify meanings, or describe their applicability
              under changed conditions. The provisions of SFAS 145 related to
              the rescission of FASB Statement No. 4 are applicable in fiscal
              years beginning after May 15, 2002, the provisions related to FASB
              Statement No. 13 are effective for transactions occurring after
              May 15, 2002, and all other provisions are effective for financial
              statements issued on or after May 15, 2002, however, early
              application is encouraged. Debt extinguishments reported as
              extraordinary items prior to scheduled or early adoption of SFAS
              145 would be reclassified in most cases following adoption. The
              adoption of SFAS 145 did not have a material effect on the
              Company's financial position, results of operations, or cash
              flows.

               In June 2002, the FASB issued Statement of Financial Accounting
              Standards No. 146, "Accounting for Costs Associated with Exit or
              Disposal Activities" (SFAS 146). SFAS 146 requires the recording
              of costs associated with exit or disposal activities at their fair
              values only when a liability has been incurred. Under previous
              guidance, certain exit costs were accrued upon management's
              commitment to an exit plan, which is generally before an actual
              liability has been incurred. The requirements of SFAS 146 were
              effective prospectively for exit or disposal activities initiated
              after December 31, 2002. The adoption of SFAS 146 did not have a
              material effect on our financial position, results of operations,
              or cash flows.

                                       10
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              In November 2002, the FASB issued FASB Interpretation No. 45,
              "Guarantor's Accounting and Disclosure Requirements for
              Guarantees, Including Indirect Guarantees of Indebtedness of
              Others -- an Interpretation of FASB Statements No. 5, 57, and 107
              and Rescission of FASB Interpretation No. 34" (FIN 45). FIN 45
              elaborates on the disclosures to be made by a guarantor in its
              interim and annual financial statements about its obligations
              under certain guarantees that it has issued. It also requires a
              guarantor to recognize, at the inception of a guarantee, a
              liability for the fair value of the obligation undertaken in
              issuing the guarantee. In general, FIN 45 applies to contracts or
              indemnification agreements that contingently require the guarantor
              to make payments to the guaranteed party based on changes in an
              underlying obligation that is related to an asset, liability or an
              equity security of the guaranteed party. The recognition
              provisions of FIN 45 are effective for guarantees issued or
              modified after December 31, 2002. The disclosure requirements of
              FIN 45 are effective for financial statements of interim or annual
              periods ending after December 15, 2002. The adoption of this FIN
              did not have a material effect on the Company's financial
              position, results of operations, or cash flows.

              In December 2002, the FASB issued Statement of Financial
              Accounting Standards No. 148, "Accounting for Stock-Based
              Compensation -- Transition and Disclosure an Amendment of FASB
              Statement No. 123" (SFAS 148). SFAS 148 amends SFAS 123
              "Accounting for Stock-Based Compensation," to provide alternative
              methods of transition for a voluntary change to the fair value
              based method of accounting for stock-based employee compensation.
              In addition, SFAS 148 amends the disclosure requirements of SFAS
              123 to require prominent disclosures in both annual and interim
              financial statements about the method of accounting for
              stock-based employee compensation and the effect of the method
              used on reported results. SFAS 148 is effective for fiscal years
              beginning after December 15, 2002. The interim disclosure
              provisions are effective for financial reports containing
              financial statements for interim periods beginning after December
              15, 2002. The adoption of the interim disclosure provisions of
              SFAS 148 did not affect our financial position, results of
              operations, or cash flows.

(9)CANCELLED ACQUISITION In January 2004, the Company entered into an agreement
              to issue 17,000,000 shares of common stock for 60% equity
              positions in Time Bytes Limited (a U.K. company) and affiliates
              Time Bytes International Inc. (a Delaware company ) and Sports
              Profile Ltd. (a U.K. company) The acquisition was to be executed
              pursuant to a stock purchase agreement dated December 30, 2003
              between the Company and the major shareholder of Time Bytes
              Limited. Certain terms of the agreement were not met and the
              acquisition was cancelled. The company had issued 5,850,000 shares
              of common stock (valued at $40,950) as part of the first
              installment. The company is attempting is to get these shares
              returned or to receive the proceeds of any shares that were sold.

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<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITION AND RESULTS
OF OPERATION

During the third quarter, we focused our efforts on completing the transition to
a new management team, as a result of the sale of the Lang Family Trust stock.
These efforts included the replacement of directors and officers for each of our
subsidiaries as a result of the resignations of the outgoing management team,
review of the corporate records for each subsidiary in order to ensure that each
subsidiary was in good standing and wholly owned by the Company, and completion
of the transfer of Agenesis Corporation stock to the Company, so that the
Company regained 100% ownership of Agenesis. All of these activities were
designed to put each of the Company's subsidiaries into full readiness for
acquisition of merger transactions as opportunities become available. The
Company does not currently plan to make any changes in its attorneys,
accountants or transfer agent. The Company's office location will remain at 2875
S. Ocean Blvd. Suite 104, Palm Beach, FL., under its existing lease. The Company
plans to continue its efforts to locate suitable acquisition candidates, and is
already pursuing certain candidates.

Internet Associates International, Inc., (IAI) the Company's sole active wholly
owned subsidiary, continued its operations during the second quarter without
material change.

COMPARISON OF THE PERIODS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

Revenues were $11,738 and $14,666 for the quarters ended September 30, 2004 and
2003, respectively. The decrease in revenues is primarily a result of IAI's
competition offering web services for lower prices.

Cost of Sales were $4,125 and $1,280 for the quarters ended September 30, 2004
and 2003, respectively. This reflects costs incurred by IAI as a result of third
party web developer charges.

Selling, general, and administrative expenses were $27,864 and $119,027 for the
quarters ended September 30, 2004 and 2003, respectively. The decrease reflects
our recent activity of preparing our subsidiaries for acquisitions, rather than
actively seeking transactions.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004, the Company had a $917,760 working capital deficit,
compared to a $631,789 working capital deficit as of September 30, 2003. The
increase of $285,971 is primarily due to the increase in general and
administrative expenses from our efforts to locate, evaluate, and attract
acquisition candidates during the past year, and has been funded by loans from
our primary shareholders.

The Company continues to have limited revenues while it seeks to develop its
existing investments and looks for additional suitable business combinations.
The Company is essentially dependant, at this time, on its primary shareholders
to fund operating shortfalls. There can be no assurance that the Company's cash
flow will increase in the near future, or that the revenues eventually generated
from its existing investments will be sufficient to allow the Company to pursue
additional profitable ventures.

Risk Factors.

The Company is engaged in providing support to those involved in commerce on the
Internet platform. This business involves many opportunities, as well as
significant risks, many of which are out of our control. Some of the risks that
we face are as follows:

The viability of IAI's customers is dependent upon their success in e-commerce.
The nature of e-commerce is continually developing. Customers who are unable to
evolve with the development of e-commerce may fail, and as a result, we would
lose a customer.

We expect to continue to incur net losses and negative cash flows for the
foreseeable future, and there can be no assurance that we will ever achieve
profitability or generate positive cash flows. As we continue to deploy our
business plan, we expect to incur significant operating expenses particularly in
the sales, marketing and operations areas. These types of expenses will grow as
we expand the scope and reach of our operations. If our revenues do not grow as
expected, or if our actual expenses exceed our budgeted expenses, there could be
a material adverse effect on our business, operating results and financial
condition. We will need to raise additional funds through the issuance of
equity, equity-related or debt securities. If we are unable to obtain additional
financing on reasonable terms to enable the development of our business plan, we
may never be able to completely implement our on-line strategy.

Interruptions in service from third-parties could impair the quality of IAI's
service. IAI relies upon third-party computer systems and third-party service
providers, including Internet bandwidth providers. Any interruption in these
third-party services or deterioration in their performance could impair the
quality of IAI's service. If our arrangements with any of these third-parties
were to be terminated, we may not be able to find an alternative source of
systems support on a timely basis or on commercially reasonable terms.

As our operations grow in both size and scope, domestically and internationally,
we will need to continually upgrade our systems and infrastructure to offer our
customers and suppliers enhanced products, services, features and functionality.
The expansion of our systems will require additional financial, operational and
technical resource expenditures before business volume might reach levels
sufficient to yield profitability, with no assurance that the volume of business
will increase or that profitability will be achieved. Consumers and suppliers
will not tolerate a service hampered by slow delivery times, unreliable service
levels or insufficient capacity, any of which could have a material adverse
effect on our business, operating results and financial condition.

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<PAGE>

We may be subject to delays in service because of intentional, criminal third
party intervention. The events of September 11, 2001, demonstrated that no firm
can be completely secure from terrorist acts. Though we have taken several
precautions to prevent any disruptions from terrorist attacks, we cannot
guarantee that our operations are completely invulnerable. A disruption can
occur from numerous sources, including damage to the company property, damage to
one of our vendors, suppliers or customers, or damages to third parties such
that it restricts the flow of commerce. In addition, a disruption could be the
result of an intentional attack on our computer systems. Disruptions could
materially adversely affect our revenues.

Our business strategy of growth through business combinations leads to unknown
and unquantifiable risks. We are attempting to expand it operations and market
presence by entering into business combinations, investments, joint ventures or
other strategic alliances with third parties. Any such transaction would be
accompanied by risks commonly encountered in such transactions, which could
include, among others, the difficulty of assimilating the operations, technology
and personnel of the combined companies, the potential disruption the Company's
ongoing business, the inability to retain key technical and managerial
personnel, the inability of management to maximize the financial and strategic
position of the Company through the successful integration of acquired
businesses, addition expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, control and policies
and the impairment of relationships with existing employees and customers. There
can be no assurance that the Company would be successful in overcoming these
risks or any other problems encountered in connection with such business
combinations, investments, joint ventures or other strategic alliances, or that
such transactions would not have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.

Because of the recent change in control of the Company, a new management team is
currently being assembled. As a result, our future direction is uncertain until
the new management team is assembled and has determined its goals for the
Company.

ITEM 3.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control, objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and within the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

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<PAGE>

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

                          PART II -- OTHER INFORMATION

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

         (a)      Exhibits.

                  31.1     Certification of principal executive officer

                  31.2     Certification of principal financial officer

                  32       Section 1350 Certification

         (b)      Reports on Form 8-K.

                  On August 12, 2004, the Company filed a Report on Form 8-K
                  reporting the closing of the sale of stock by The Lang Family
                  Trust.


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<PAGE>

                                   SIGNATURES

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


                                      Safe Technologies International, Inc.
                                      (Registrant)



Date: November 12, 2004               By: /s/ Randi Swatt
    -------------------               ---------------------
                                      Randi Swatt, Chief Executive Officer



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