================================================================================

                                  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, 2006
                                                 --------------

[ ]      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.)

            123 NW 13 Street, Suite 30408, Boca Raton, FL 33432
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 832-2700
                                 --------------
                           (Issuer's telephone number)


             --------------------------------------------------------
              (Former address, 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.       Yes [X]   No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                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: 932,631,602 shares of common stock as
of November 1, 2006

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

================================================================================


<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Financial Statements:

         Consolidated Balance Sheets                                       2

         Consolidated Statements of Operations                             3

         Consolidated Statements of Changes in Stockholders' Equity        5

         Consolidated Statements of Cash Flows                             6

         Notes to Consolidated Financial Statements                        7










<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                     SEPTEMBER 30, 2006 AND DECEMBER 31,2005


<TABLE>
<CAPTION>
                                                                            2006            2005
                                                                        -----------     -----------
                                                                         Unaudited        Audited
<S>                                                                     <C>             <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                 $     6,451     $     4,294
   Accounts receivable, net of allowance for doubtful accounts of
        $22,340 and $18,909 respectively                                      3,012           4,744
                                                                        -----------     -----------

            Total current assets                                              9,463           9,038
                                                                        -----------     -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                         6,801           6,801

        Less: Accumulated depreciation                                       (6,801)         (6,801)
                                                                        -----------     -----------
            Total property and equipment                                          0               0
                                                                        -----------     -----------

OTHER ASSETS
    Deposits                                                                    852           1,278
    Other assets, net                                                         1,945           1,945
                                                                        -----------     -----------
            Total other assets                                                2,797           3,223
                                                                        -----------     -----------
Total Assets                                                            $    12,260     $    12,261
                                                                        ===========     ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                    $     8,399     $    24,385
    Accrued expenses                                                        113,253           6,070
    Notes and loans payable - related parties                             1,222,934       1,132,934
    Deferred revenue                                                          1,400           2,803
                                                                        -----------     -----------
            Total current liabilities                                     1,345,986       1,166,192
                                                                        -----------     -----------
Total Liabilities                                                         1,345,986       1,166,192
                                                                        -----------     -----------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
     932,631,602 shares issued and outstanding at                             9,326           9,326
     September 30, 2006 and December 31, 2005, respectively
    Additional paid-in capital                                            7,441,803       7,441,803
    Subscriptions received                                                   12,000          12,000
    Retained earnings (deficit)                                          (8,796,855)     (8,617,060)
                                                                        -----------     -----------
            Total stockholders' equity (deficit)                         (1,333,726)     (1,153,931)
                                                                        -----------     -----------

Total Liabilities and Stockholders' Equity (Deficit)                    $    12,260     $    12,261
                                                                        ===========     ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       2

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2006              2005
                                                        -------------     -------------
<S>                                                     <C>               <C>
REVENUES

    Sales, net of customer returns                      $      22,209     $      24,914
                                                        -------------     -------------
          Net sales                                            22,209            24,914
                                                        -------------     -------------
COST OF OPERATIONS

    Cost of operations                                         19,675            11,090
                                                        -------------     -------------
          Total cost of operations                             19,675            11,090
                                                        -------------     -------------
Gross Profit                                                    2,534            13,824
                                                        -------------     -------------
OPERATING EXPENSES

    General and administrative expenses                        75,145            92,550
                                                        -------------     -------------
          Total operating expenses                             75,145            92,550
                                                        -------------     -------------
Operating income (loss)                                       (72,611)          (78,726)
                                                        -------------     -------------
OTHER INCOME (EXPENSE)
    Interest expense                                         (107,184)          (79,972)
                                                        -------------     -------------
          Total other income (expense)                       (107,184)          (79,972)
                                                        -------------     -------------
Loss before provision for income taxes                       (179,795)         (158,698)
Income taxes                                                      -0-               -0-
                                                        -------------     -------------
Net income (loss)                                       $    (179,795)    $    (158,698)
                                                        =============     =============
Net income (loss) per common share, basic               $        0.00     $        0.00
                                                        =============     =============

Weighted average number of common shares outstanding      932,631,602       929,277,057
                                                        =============     =============
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                        3

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             2006              2005
                                                        -------------     -------------
<S>                                                     <C>               <C>
REVENUES

    Sales, net of customer returns                      $      10,020     $       7,180
                                                        -------------     -------------
          Net sales                                            10,020             7,180
                                                        -------------     -------------
COST OF OPERATIONS

    Cost of operations                                         13,075             3,300
                                                        -------------     -------------
          Total cost of operations                             13,075             3,300
                                                        -------------     -------------
Gross Profit                                                   (3,055)            3,880
                                                        -------------     -------------
OPERATING EXPENSES

    General and administrative expenses                        25,346            26,836
                                                        -------------     -------------
          Total operating expenses                             25,346            26,836
                                                        -------------     -------------
Operating income (loss)                                       (28,401)          (22,956)
                                                        -------------     -------------
OTHER INCOME (EXPENSE)
    Interest expense                                          (36,975)          (28,100)
                                                        -------------     -------------
          Total other income (expense)                        (36,975)          (28,100)
                                                        -------------     -------------
Loss before provision for income taxes                        (65,376)          (51,056)
Income taxes                                                      -0-               -0-
                                                        -------------     -------------
Net income (loss)                                       $     (65,376)    $     (51,056)
                                                        =============     =============
Net income (loss) per common share, basic               $        0.00     $        0.00
                                                        =============     =============
Weighted average number of common shares outstanding      932,631,602       934,331,602
                                                        =============     =============
</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
                                              OF            COMMON        PAID-IN          SUBS.        ACCUMULATED
                                            SHARES          STOCK         CAPITAL        RECEIVED         DEFICIT
                                         -------------   ------------  --------------  -------------   --------------
<S>                                        <C>           <C>           <C>             <C>             <C>
BALANCE, December 31, 2004                 927,381,602          9,274         7443330  $      12,000       (8,363,993)


Return of stock based expenses              (1,700,000)           (17)        (11,883)            --               --
Stock based compensation                     6,950,000             69          10,356             --               --
Net loss                                            --             --              --             --         (253,067)
                                         -------------   ------------  --------------  -------------   --------------
BALANCE, December 31, 2005                 932,631,602          9,326       7,441,803         12,000       (8,617,060)


Net loss  - for the nine months ended               --             --              --             --         (179,795)
September 30, 2006

                                         -------------   ------------  --------------  -------------   --------------
BALANCE, September 30, 2006                932,631,602          9,326       7,441,803         12,000       (8,796,855)
                                         =============   ============  ==============  =============   ==============

</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, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            2006          2005
                                                                         ---------     ---------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                                        $(179,795)    $(158,699)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                                               --         2,250
    BAD DEBT EXPENSE                                                         2,113         6,188
    STOCK BASE COMPENSATION                                                     --        10,425
CHANGES IN OPERATING ASSETS AND LIABILITIES:
    (INCREASE) DECREASE IN ACCOUNTS RECEIVABLE                                (381)       (8,670)
    INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES            91,197        57,157
    INCREASE (DECREASE) IN DEFERRED REVENUE                                 (1,403)       (1,446)
    (INCREASE) DECREASE IN OTHER ASSETS                                        426        (1,278)
                                                                         ---------     ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                           (87,843)      (94,073)
                                                                         ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                                 0             0
                                                                         ---------     ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                 0             0
                                                                         ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    INCREASES IN SHAREHOLDERS LOANS                                         90,000        94,000
                                                                         ---------     ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                            90,000        94,000
                                                                         ---------     ---------
NET INCREASE (DECREASE) IN CASH                                              2,157           (73)

CASH and equivalents, beginning of period                                    4,294        15,158
                                                                         ---------     ---------
CASH and equivalents, end of period                                      $   6,451     $  15,085
                                                                         =========     =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
PAYMENT OF TAXES  IN CASH                                                $       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. and Internet Associates International, Inc. All material
         intercompany 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.

         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 $2,996 for the year ended December 31, 2005
         and $0 for the nine months ended September 30, 2006.

         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.

                                       7
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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 the billing for web contracts.


(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 $6,647,000 with the
     latest expiring $ 236,000, 418,000, 435,000, 576,000 and $3,016,000 at
     December 31, 2020, 2019, 2018, 2017 and 2016, respectively. The amount
     recorded as deferred tax asset as of December 31, 2005 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.

     The differences between Federal income tax rates and the effective income
     tax rates are:

                                           December 31,       December 31,
                                               2006               2005
                                           ------------       ------------
     Statutory federal income tax rate          34%               34%
     Valuation allowance                       (34)              (34)
     Effective tax rate                         --                --

(3)  STOCKHOLDERS' EQUITY The Company has authorized 999,999,000 shares of
     $.00001 par value common stock, with 932,631,602 shares issued and
     outstanding. Rights and privileges of the preferred stock are to be
     determined by the Board of Directors prior to issuance.

     In May 2005, the company issued 6,950,000 shares of common stock valued at
     $10,425 for officers compensation that had been accrued .

     During 2005 1,700,000 shares were returned for an acquisition that was
     rescinded in 2004.


(4)  COMMITMENTS AND CONTINGENCIES The Company rents office space in Boca Raton,
     Florida under a lease that commenced November 1, 2006 and expires October
     30, 2007. The total rent for 2005 was $16,850 and $3,834 for the nine
     months ended September 30, 2006. Future lease expenses are approximately
     $1,300 in 2006.



                                       8
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5)  SHORT-TERM DEBT At September 30, 2006 and December 31, 2005, short-term
     debt consisted of the following:

<TABLE>
<CAPTION>
                                                             September 30,     December 31,
                                                                 2006             2005
                                                             -------------     -------------
     <S>                                                     <C>               <C>
     12 % Notes and loans payable to a shareholder, and
     related affiliates , unsecured, due on demand. Upon any
     default, the notes and loans become due immediately at
     1,222,934 1,132,934 an interest rate of 18% per annum.


                                                             -------------     -------------
Total short-term debt                                        $   1,222,934     $   1,132,934
                                                             =============     =============
</TABLE>

(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 $179,795 for the nine months ended September 30, 2006 and $253,067
     for the year ended December 31, 2005 and the total cumulative loss of
     approximately $8,796,000. 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 seeking additional capital to fund its planned
     operations.


(7)  RECENT ACCOUNTING PRONOUNCEMENTS

     In February 2006, the Financial Accounting Standards Board issued Statement
     No. 155 ("SFAS No 155), "Accounting for Certain Hybrid Instruments: An
     Amendment of FASB Statement No 133 and 140". Management does not believe
     that this statement will have a significant impact as the Company does not
     use such instruments.

     Other accounting standards that have been issued or proposed by the FASB or
     other standards-setting bodies that do not require adoption until a future
     date are not expected to have a material impact on the consolidated
     financial statements upon adoption.



                                       9
<PAGE>


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

Our business activities currently consist of the operations of Internet
Associates International, Inc., (IAI) our sole active wholly owned subsidiary.
IAI is a website hosting company.

We continue to be receptive to possible acquisition candidates, but have not yet
been presented with an opportunity worthy of presenting for Board of Director
and/or shareholder approval.

We are not actively searching out business opportunities at this time, because
Universal Equity Holdings LLC, which purchased approximately 24% of our
outstanding stock in 2004, has been unable to transfer of record the shares that
it purchased. Since this could have a material effect on any shareholder vote
which may be required in connection with a business opportunity, we are working
with Universal Equity Holdings to rectify this situation before resuming an
active search for business opportunities.

COMPARISON OF THE PERIODS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005

Revenues were $22,209 and $24,914, respectively, for the nine months ended
September 30, 2006 and 2005. The decrease in revenues is primarily a result of
increased competition for the services offered by IAI, our sole active
subsidiary.

Cost of Operations were $19,675 and $11,090, respectively, for the nine months
ended September 30, 2006 and 2005, reflecting general increases in IAI's
underlying costs.

General and administrative expenses were $75,145 and $92,550, respectively, for
the nine months ended September 30, 2006 and 2005. The decrease reflects
reductions in management, rent and general expenses as a result of a lack of
business activity.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2006, we had a $1,336,523 working capital deficit, compared to
a $1,106,957 working capital deficit as of September 30, 2005. The increase of
$229,566 is primarily due to our operating at a loss while we await a suitable
acquisition transaction. We will continue to have limited revenues, and are
essentially dependant on our primary shareholders to fund operating shortfalls.
There can be no assurance that our cash flow will increase in the near future,
or that revenues generated from our existing subsidiary operations will be
sufficient to allow us to pursue new profitable ventures.

                                       10
<PAGE>

Risk Factors.

OUR OPERATING SUBSIDIARY, IAI, IS ENGAGED IN PROVIDING SUPPORT TO THOSE INVOLVED
IN COMMERCE ON THE INTERNET PLATFORM. The viability of IAI's customers is
dependent upon their success in e-commerce. Customers unable to compete in
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. We will continue to incur
operating losses unless and until an acquisition transaction occurs. We may need
to raise additional funds through the issuance of equity, equity-related or debt
securities in order to complete a transaction.

OUR BUSINESS STRATEGY OF GROWTH THROUGH BUSINESS COMBINATIONS LEADS TO UNKNOWN
AND UNQUANTIFIABLE RISKS. We are attempting to expand our 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 for disruption of ongoing
business, the inability to retain key technical and managerial personnel, the
inability of management to maximize our financial and strategic position through
the successful integration of acquired businesses, additional 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 we will be
successful in overcoming these risks or any other problems encountered in
connection with such business combinations, investments, joint ventures or other
strategic alliances.

OUR SUCCESS DEPENDS IN LARGE PART UPON THE EFFORTS OF THE FEW INDIVIDUALS WHO
SERVE ON OUR BOARD AND AS MANAGEMENT, NONE OF WHOM ARE FULL TIME EMPLOYEES.
These individuals may not be able to fulfill their responsibilities adequately
and may not remain with us. The loss of the services of any of our directors and
officers could hurt our business.

                                       11
<PAGE>

OUR SHARES ARE CLASSIFIED AS "PENNY STOCK," WHICH WILL MAKE IT MORE DIFFICULT TO
SELL THAN EXCHANGE-TRADED STOCK. Our common stock is subject to the Securities
and Exchange Commission rule that imposes special sales practice requirements
upon broker-dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets
exceeding $5,000,000 or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market that may develop.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks". A "penny stock" is any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the
Securities and Exchange Act of 1934, as amended. The rules may further affect
the ability of owners of our shares to sell their securities in any market that
may develop for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include: o control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;

     o    manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;

     o    "boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;

     o    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

     o    the wholesale dumping of the same securities by promoters and
          broker-dealers after prices have been manipulated to a desired level,
          along with the inevitable collapse of those prices with consequent
          investor losses.

CONCENTRATION OF OWNERSHIP MAY REDUCE THE CONTROL BY OTHER SHAREHOLDERS. Our two
largest shareholders own approximately 50% of our voting stock. As a result,
other investors in our common stock may not have much influence on corporate
decision-making.

OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
OF SHAREHOLDERS. In connection with any acquisition, we may issue additional
shares. Any additional issuances of common stock by us from our authorized but
unissued shares will have the effect of diluting the percentage interest of
existing shareholders.

WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE
FUTURE, WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY. We have not
paid dividends on our common stock and do not anticipate paying dividends on our
common stock in the foreseeable future. The board of directors has sole
authority to declare dividends payable to our stockholders. The fact that we
have not and do not plan to pay dividends indicates that we must use all of our
funds generated by operations for reinvestment in our operating activities.

                                       12
<PAGE>

IT IS POSSIBLE THAT WE MAY MAKE ONE OR MORE ACQUISITIONS IN THE INTERNATIONAL
MARKET. Any such acquisitions would expose us to political and economic
uncertainties, including, among other things, inflation , governmental
instability, transportation, tariffs, export controls, government regulation,
currency exchange rate fluctuations, foreign exchange restrictions that limit
the repatriation of investments and earnings, changes in taxation, hostilities
or confiscation of property. Changes related to these matters could have a
material adverse effect on the Company.

WE MAY BE SUBJECT TO DELAYS BECAUSE OF INTENTIONAL, CRIMINAL THIRD PARTY
INTERVENTION. Though we have taken several precautions to prevent any
disruptions from terrorist attacks and hackers, 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. Disruptions could materially adversely affect our revenues.

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 its principal financial officer, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and
procedures in Rule 13a-15(f). 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.

As of the end of the period covered by this report, based on an evaluation of
the Company's controls and procedures, the Company's Chief Executive Officer and
principal financial officer concluded that the Company's disclosure controls and
procedures were effective.

There have been no significant changes in the Company's internal controls, or in
other factors that could significantly affect the internal controls, during the
last fiscal quarter.



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<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS.

         31.1  Certification of principal executive officer

         31.2  Certification of principal financial officer

         32    Section 1350 Certification
























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<PAGE>

                                   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 Technologies International, Inc.
                                        (Registrant)



Date: November *, 2006                  By: /s/ Randi Swatt
      ----------------                      --------------------------------
                                            Randi Swatt, Chief Executive Officer




















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