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 June 30, 2003

[ ]      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.)


                125 Worth Ave., Suite 113, 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)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  879,826,599

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

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

                                                                                 June 30, 2003     December 31, 2002
                                                                                 -------------     -----------------
                                                                                  (unaudited)
                                     ASSETS
<S>                                                                                <C>               <C>
CURRENT ASSETS
   Cash                                                                            $    11,158       $     1,940
   Accounts receivable, net of allowance for doubtful accounts of $20,000                3,405             4,762
                                                                                   -----------       -----------
            Total current assets                                                        14,563             6,702
                                                                                   -----------       -----------
PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                                  215,272           215,272

        Less: Accumulated depreciation                                                (174,776)         (153,681)
                                                                                   -----------       -----------
            Total property and equipment                                                40,496            61,591
                                                                                   -----------       -----------

OTHER ASSETS
    Deposits                                                                             3,043             7,292
    Other assets (net of amortization of $312,517 and $254,119, respectively)          233,187           290,435
                                                                                   -----------       -----------
            Total other assets                                                         236,230           297,727
                                                                                   -----------       -----------
Total Assets                                                                       $   291,289       $   366,020
                                                                                   ===========       ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                               $    61,649       $    89,358
    Accrued expenses                                                                    27,314            97,842
    Notes payable                                                                      544,230           400,741
    Deferred revenue                                                                         0                 0
                                                                                   -----------       -----------
            Total current liabilities                                                  633,193           587,941
                                                                                   -----------       -----------
Total Liabilities                                                                      633,193           587,941
                                                                                   -----------       -----------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
       874,826,599 and 871,826,599 shares issued and outstanding                         8,748             8,718
    Additional paid-in capital                                                       7,157,850         7,150,380
    Subscriptions received                                                              12,000            12,000
    Retained earnings (deficit)                                                     (7,520,502)       (7,393,019)
                                                                                   -----------       -----------
            Total stockholders' equity (deficit)                                      (341,904)         (221,921)
                                                                                   -----------       -----------
Total Liabilities and Stockholders' Equity (Deficit)                               $   291,289       $   366,020
                                                                                   ===========       ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>

                     SAFE TECHNOLOGIES INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                    Three Months Ended                  Six Months Ended
                                                         June 30,                            June 30,
                                              -------------------------------     -------------------------------
                                                  2003               2002              2003              2002
                                              -------------     -------------     -------------     -------------
<S>                                           <C>               <C>               <C>               <C>
REVENUES                                      $      22,414     $      43,799     $      52,370     $      93,362

COST OF SALES                                         7,987            (3,217)            8,167             2,476
                                              -------------     -------------     -------------     -------------
          Gross margin                               14,427            47,016            44,203            90,886
                                              -------------     -------------     -------------     -------------

OPERATING EXPENSES
   Advertising                                            0             3,748               245             5,898
   Consulting                                             0           107,567            12,684           116,550
   General and administrative                        51,626            66,043            79,609           100,121
   Amortization and depreciation                     13,872            16,467            27,743            35,704
   Legal and professional fees                        3,564            11,782            29,889            31,960
                                              -------------     -------------     -------------     -------------
          Total operating expenses                   69,062           205,607           150,170           290,233
                                              -------------     -------------     -------------     -------------
Operating income (loss)                             (54,635)         (158,591)         (105,967)         (199,347)
                                              -------------     -------------     -------------     -------------
OTHER INCOME (EXPENSE)
   Interest expense                                 (11,088)           (7,428)          (21,515)          (14,857)
   Gain (loss) on sale of subsidiary                      0           (52,192)                0           (48,442)
                                              -------------     -------------     -------------     -------------
          Total other income (expense)              (11,088)          (59,620)          (21,515)          (63,299)
                                              -------------     -------------     -------------     -------------
Net income (loss)                             $     (65,723)    $    (218,211)    $    (127,482)    $    (262,646)
                                              =============     =============     =============     =============
Net loss per weighted average share, basic    $       (0.00)    $       (0.00     $       (0.00)    $       (0.00)
                                              =============     =============     =============     =============
Weighted average number of shares               874,826,599       845,779,070       874,826,599       839,124,601
                                              =============     =============     =============     =============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>


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

                                                                                                                TOTAL
                                   NUMBER                      ADDITIONAL                                    STOCKHOLDERS'
                                     OF           COMMON         PAID-IN        SUBS.       ACCUMULATED        EQUITY
                                   SHARES         STOCK          CAPITAL       RECEIVED       DEFICIT         (DEFICIT)
                                 -----------    -----------    -----------    -----------    -----------     -----------
<S>                              <C>            <C>            <C>            <C>            <C>             <C>
BEGINNING BALANCE,
December 31, 2000                805,605,299    $     8,056    $ 6,599,060    $         0    $(6,358,891)    $   248,225

Stock sold for cash               14,621,300            146        149,896              0              0         150,042
Expenses reimbursement               750,000              8         14,992              0              0          15,000
Services                           8,350,000             83        166,917              0              0         167,000
Net loss                                   0              0              0              0       (589,169)       (589,169)
                                 -----------    -----------    -----------    -----------    -----------     -----------
BALANCE, December 31, 2001       829,326,599          8,293      6,930,865              0     (6,948,060)         (8,902)

Stock sold for cash                5,000,000             50         49,950              0              0          50,000
Legal fees                         3,500,000             35         16,465              0              0          16,500
Subscription received                      0              0              0         12,000              0          12,000
Shares for services               34,000,000            340        153,100              0              0         153,440
Net loss                                   0              0              0              0       (444,960)       (444,960)
                                 -----------    -----------    -----------    -----------    -----------     -----------
BALANCE, December 31, 2002       871,826,599          8,718      7,150,380         12,000     (7,393,020)       (221,922)

Shares for services                3,000,000             30          7,470              0              0           7,500
Net loss                                   0              0              0              0       (127,482)       (127,482)
                                 -----------    -----------    -----------    -----------    -----------     -----------
ENDING BALANCE, June 30, 2003
(unaudited)                      874,826,599    $     8,748    $ 7,157,850    $    12,000    $(7,520,502)    $  (341,904)
                                 ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>

                                       4
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            2003         2002
                                                                         ---------     ---------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                        $(127,482)    $(262,646)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           78,342        35,704
    Bad debt expense                                                             0          (281)
    Expenses paid by common stock                                            7,500        18,900
Changes in operating assets and liabilities:

    (Increase) decrease in accounts receivable                               1,357       (13,132)
    (Increase) decrease in deposits                                          4,249         1,823
    (Increase) decrease in other assets                                          0        56,570
    Increase (decrease) in accounts payable                                (27,709)       (4,995)
    Increase (decrease) in accrued expenses                                (70,528)        9,252
                                                                         ---------     ---------
Net cash provided (used) by operating activities                          (134,271)     (158,805)
                                                                         ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                           0        (2,032)
    Investment in All American Acquisitions Assoc., Inc.                         0          (192)
    Investment in Pro Con Systems, Inc.                                          0       (13,394)
                                                                         ---------     ---------
Net cash provided (used) by investing activities                                 0       (15,618)
                                                                         ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease) in capital subscribed                                    0       178,800
    Increase (decrease) in shareholders' loans                             143,489        (1,349)
                                                                         ---------     ---------
Net cash provided (used) by financing activities                           143,489       177,451
                                                                         ---------     ---------
Net increase (decrease) in cash                                              9,218         3,028

CASH and equivalents, beginning of period                                    1,940        23,742
                                                                         ---------     ---------
CASH and equivalents, end of period                                      $  11,158     $  26,770
                                                                         =========     =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of interest in cash                                              $       0     $       0
                                                                         =========     =========
</TABLE>

                                       5
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Information with regard to the six months ended June 30, 2003
                             and 2002 is unaudited)


(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 periods 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 six months may not be
         representative of a full year's 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.


                                       6
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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 has determined that the goodwill, copyrights and trademarks
         reflected on the Company's balance sheet at June 30, 2003 represent
         viable assets that, in the foreseeable future, will generate sufficient
         cash flows to recover their carrying amounts. Amortization of
         trademarks and copyrights is determined utilizing the straight-line
         method based generally on the estimated useful lives of the
         intangibles, generally over fifteen years.

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

         J) INTERIM FINANCIAL INFORMATION The financial statements for the six
         months ended June 30, 2003 and 2002 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 six 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 $7,393,000
         expiring $445,000, $589,200, $3,016,100 and $920,000 at December 31,
         2022, 2021, 2020 and 2019, respectively. The amount recorded as
         deferred tax asset as of June 30, 2003 is approximately $3,000,000,
         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
         $0.00001 par value common stock, with 874,826,599 shares issued and
         outstanding at June 30, 2003. Rights and privileges of the preferred
         stock are to be determined by the Board of Directors prior to issuance.

         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.

         In 2003, the Company issued 3,000,000 shares of restricted stock for
         services, valued at $7,500.

(4) COMMITMENTS AND CONTINGENCIES The Company rents office space in Palm Beach,
         Florida on a month-to-month basis.

(5) 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 $127,482 for the six months ended June 30,
         2003 and $445,000 and $589,200 for the years ended December 31, 2002
         and 2001, respectively, and a total cumulative loss of $7,520,500. 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 allow it to begin
         its planned operations.


                                       7
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6) SHORT-TERM DEBT At June 30, 2003 short-term debt consisted of the following:

         12% note payable to an officer,  unsecured,  due
         on demand.  Upon any  default,  the note becomes
         due  immediately  at an interest rate of 18% per
         annum.                                                      $347,557

         Note payable to a  shareholder,  unsecured,  due
         on demand, no interest rate specified.                       174,586

         Note  payable to an officer,  unsecured,  due on
         demand, no interest rate specified.                           22,087
                                                                     --------
         Total short-term debt                                       $544,230
                                                                     ========

(7) RELATED PARTY TRANSACTIONS In 2003 and 2002, the Company purchased
         services from and made reimbursements to a related party company owned
         by an officer and major shareholder. The services purchased were
         primarily secretarial, and reimbursements included telephone expenses,
         courier charges and postage. Total payments made to this company during
         the six months ended June 30, 2003 and 2002 were $5,000 and $9,306,
         respectively. Total amounts owed to this company as of June 30, 2003
         was $27,087.

(8) SUBSEQUENT EVENTS
          In August 2, 2003, the company purchased for 5,000,000 shares of
         common stock, 60% of the outstanding common stock of ExpressAir
         Message, Inc., a California corporation engaged in providing same day
         integrated air and ground delivery of time sensitive parcels and
         documents.

         The company is in the process of registering with the SEC, 30,000,000
         shares of common stock under the Safe Technologies International Inc. -
         Year 2002 Stock Award Plan.

                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

         Safe Technologies International Inc., a Delaware corporation (SFAD, or
the Company), had a productive Second Quarter by continuing its efforts to build
a multi-faceted company serving the E-commerce economy. The Company's focus and
emphasis has been to acquire a "bricks and mortar" operation with good revenue
potential, and within an industry of above-average growth potential. Management
has long believed that the right company would come along that would be of great
benefit to the Company and its Shareholders. During the Second Quarter, we
selected, finalized, and recommended a company in which SFAD should take an
equity position.

         On June 24, 2003, SFAD entered into a Letter of Intent with ExpressAir
Messenger, Inc., a California based company, for SFAD to acquire a majority
interest in this emerging company. On August 2, 2003, we entered into a Stock
Purchase Agreement pursuant to which the Company acquired 60% of ExpressAir in
exchange for 5,000,000 shares of the Company's common stock. See Exhibit 10 to
this Report for a complete copy of the Stock Purchase Agreement.

         ExpressAir operates a growing logistical and delivery service,
primarily in the Southern California market. Its primary customers are Southern
California businesses which require logistical and immediate delivery services.
ExpresAir's current client base includes Sun Microsystems. ExpressAir is rapidly
expanding, with several large client bids currently outstanding. Expansion plans
include the medical marketplace, which deals with extremely time sensitive
delivery requirements.

         We continue to be involved in the migration of commerce to the Internet
arena, primarily through our wholly owned subsidiary, Internet Associates
International, Inc. (IAI). IAI, currently the Company's only active wholly-owned
subsidiary, continues to hold its own in a highly competitive industry. At this
time, IAI has 250 web hosting customers. This number of web hosting customers is
greatly reduced from the number of customers in 1999, when the Company acquired
IAI. In March 2002, the Company severed its relationship with the former IAI
management team and has been supervising the subsidiary directly, in an effort
to save the remaining customer accounts. We believe we have stabilized the
remaining business, and we have been successful in transferring all of IAI's
hosting customer accounts to a new service provider. The new service provider is
expected to greatly reduce IAI's operating costs, since the prior service
provider was affiliated with the prior IAI management team. The new service
provider offers a very sophisticated service package that should enable IAI to
focus its efforts on getting new business, and/or recovering lost accounts. We
also plan to locate for potential acquisition other small internet hosting
companies in this specialized niche of Internet services, in an effort to
exponentially grow IAI's revenues.

                                       9
<PAGE>

         Agenesis, Inc., the company in which SFAD owns 40,000,000 shares, with
20,000,000 shares to be distributed to SFAD Shareholders when a public market is
established, is still in the process of establishing a public market for its
stock. Agenesis has a Registration Statement filed and pending with the
Securities and Exchange Commission. When the Agenesis Registration Statement
becomes effective, the Company will notify the Company's shareholders with
regard to the shares to be distributed to the Company's shareholders.

         On April 10, 2003, Internet Commerce, Inc., (ICI), a former wholly
owned SFAD subsidiary, filed a Registration Statement with the Securities and
Exchange Commission as their first step in seeking to become a publicly traded
company. That Registration Statement continues to be pending with the Securities
and Exchange Commission. If and when the ICI Registration Statement becomes
effective, the Company intends to distribute a portion of its ICI equity
ownership position to the Company's shareholders.


COMPARISON OF THE QUARTERS ENDED JUNE 30, 2003 AND JUNE 30, 2002

            Revenues were $22,400 and $43,800 for the Quarters ended June 30,
2003 and 2002, respectively, representing a decrease as a result of the ongoing
problems, lack of cooperation, etc., with the former Internet Service Provider.

            Cost of Sales were $8,000 and $3,200 for the Quarters ended June 30,
2003 and 2002, respectively.

            Selling, general, and administrative expenses were $51,600 and
$66,000 for the Quarters ended June 30, 2003 and 2002, respectively. The
decrease is primarily as a result of the relocation of the office with a
concurrent reduction of rent expense and tightening up on all operating
expenses.

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.

                                       10
<PAGE>

         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 a 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.

         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.

         We depend upon the efforts of a few individuals and employees, and our
ability to attract, retain and motivate highly skilled employees. We depend
substantially on the services and performance of our senior management,
particularly Barbara L. Tolley, our Chairman; Michael Posner, our President;
Steve Durland, our Chief Financial Officer, Michael Bhathena, our Chief
Information Officer; and Bradford L. Tolley, our Secretary and Treasurer. These
individuals may not be able to fulfill their responsibilities adequately and may
not remain with us. The loss of the services of any executive officers or other
key employees could hurt our business.

                                       11
<PAGE>

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.

         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 5. OTHER INFORMATION.

         The Company has acquired a 60% interest in ExpressAir Messenger, Inc.,
as discussed in Item 2, above, from Bruce Ross, the principal of ExpressAir. The
Company will file audited financial statements for ExpressAir, and pro forma
financial information pertaining to the acquisition, not later than October 16,
2003.

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

         (a) Exhibits.

         10   Stock Purchase Agreement between Bruce Ross and the Company.

         31   Sarbanes-Oxley Section 302 CEO and CFO certifications

         32   Sarbanes-Oxley Section 906 CEO and CFO certifications

         (b) Reports on Form 8-K.

                  The Company filed no reports on Form 8-K during the quarter
                  ended June 30, 2003.


                                       12
<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: August 14, 2003                   By: /s/ Michael Posner
                                        --------------------------------
                                       Michael Posner, President