SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

For Quarter Ended February 28, 1997                    Commission File No. 33-
-----------------------------------                    -----------------------
                                                       20064-NY
                                                       --------

                         SAFE AID PRODUCTS INCORPORATED
         -------------------------------------------------------------
         (Exact Name of Small Business Issuer as Specified in Charter)
 

          Delaware                                             22-2824492
-------------------------------                      ---------------------------
(State or other jurisdiction of                      (I.R.S. Employer ID. Number
 incorporation or organization)

               c/o Lazer, Aptheker, Feldman, Rosella & Yedid, LLP
                              225 Old Country Road
                          Melville, New York 11747-2712
                          -----------------------------
                    (Address of Principal executive offices)

                                 (516) 364-3887
                           ---------------------------
                           (Issuer's telephone number)


         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past ninety (90) days. 
Yes __x__  No____

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

    Common Stock   $.00001 Par Value                        702,977,200 shares

                     as of February 28, 1997
--------------------------------------------------------------------------------
         Transitional Small Business Disclosure Format (check one):
Yes __x__    No____


<PAGE>



                                      INDEX

                         SAFE AID PRODUCTS INCORPORATED

                                                               

PART I.   FINANCIAL INFORMATION                                    Page No.
-------------------------------                                    --------


Item 1.   Financial Statements

          Balance Sheets - February 28, 1997                     
          (unaudited) and November 30, 1996                           3

          Statement of Stockholders' Equity
          date of inception (May 21, 1987)                            4-5
          through February 28, 1997

          Statement of Operations - three months 
          ended February 28, 1997 and February 
          29, 1996 (unaudited) and from inception 
          (May 21, 1987) through February 28, 1997
          (unaudited)                                                 6

          Statement of Cash Flows - three months ended 
          February 28, 1997 and February 29, 1996
          (unaudited) and from inception (May 21, 1987)
          through February 28, 1997 (unaudited)                       7

          Notes to Financial Statements
          February 28, 1997 (unaudited)                               8-11

          Financial Data Schedule                                     12


PART II.  OTHER INFORMATION
---------------------------

Item 6.   Exhibits and Reports on Form 8-K                            13

<PAGE>

<TABLE>

                                SAFE AID PRODUCTS INCORPORATED
                                 (A DEVELOPMENT STAGE COMPANY)
                                        BALANCE SHEETS
                                          
                      
                                            
                      
<CAPTION>
                                                      February 28, 1997    November 30, 1996
                                                          Unaudited       
                                                                          
                                             ASSETS                       
                                                                          
<S>                                                     <C>                <C>
CURRENT ASSETS                                                            
         Cash                                            $      1,423         $      4,034 
                                                         ------------         ------------ 
                  TOTAL CURRENT ASSETS                          1,423                4,034 
                                                                                           
MACHINERY AND EQUIPMENT                                                                    
         Net of accumulated depreciation of $4,258                  0                    0 
                                                         ------------         ------------ 
                                                                                           
                  TOTAL ASSETS                           $      1,423         $      4,034 
                                                         ============         ============ 
                                                                     
                      
                                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                           
CURRENT LIABILITIES                                                                        
         Shareholder loans                               $     13,500         $     13,500 
         Accrued expenses                                       5,457                5,293 
                                                          -----------          ----------- 
                  TOTAL CURRENT LIABILITIES                    18,957               18,793 
                                                          -----------          ----------- 
                                                                                           
STOCKHOLDERS' EQUITY                                                                       
         Common stock $.00001 par value                                                    
           950,000,000 shares authorized;                                                  
           702,977,200 issued and outstanding                   7,030                7,030 
         Additional paid in capital                         1,548,969            1,548,969 
         Deficit accumulated during development                                            
           stage                                           (1,573,533)          (1,570,758)
                                                           ----------           ---------- 
                  TOTAL                                   (    17,534)          (   14,759)
                                                           ----------           ---------- 
                                                                                           
                  TOTAL LIABILITIES AND                                                    
                    STOCKHOLDERS' EQUITY                 $      1,423         $      4,034  
                                                         ============         ============ 
                                                                              
</TABLE>
                                                                       
<PAGE>
<TABLE>



                                                                SAFE AID PRODUCTS INCORPORATED
                                                                (A DEVELOPMENT STAGE COMPANY)
                                                              STATEMENT OF STOCKHOLDERS' EQUITY
     
<CAPTION>
                        
                                                                                                      Deficit        
                                                                                                    Accumulated
                                                                                   Additional         During            Total
                                                      Common Stock                  Paid-in         Development      Stockholders'
                                               Shares              Amount           Capital            Stage           Equity
                                                                               
                                                                               
<S>                                        <C>                  <C>               <C>             <C>             <C>
Date of inception - May 21, 1987                      0          $      0          $         0     $          0    $            0
                                                                               
Issuance of common stock                                                       
 for cash to founders                       100,000,000             1,000                9,000                0            10,000
                                            -----------            ------            ---------       ----------         ---------
Balance, November 30, 1987                  100,000,000             1,000                9,000                0            10,000
                                                                               
Issuance of common stock for                                                   
 cash to outside investors from                                                
 December 1, 1987 through
 February 11, 1988                          350,000,000             3,500              152,014                0           155,514
                                                                               
Public issuance of shares for                                                  
 cash, net of expenses, during                                                 
 the period April 11, 1988                                                     
 through June 30, 1988                      150,000,000             1,500            1,212,341                0         1,213,841
                                                                               
Issuance of common stock for                                                   
 services during August 1988                  4,050,000                40               80,960                0            81,000
                                                                               
Issuance of common stock for                                                   
 cash in connection with                                                       
 exercise of warrants during                                                   
 November 1988                                  675,000                 7               13,493                0            13,500
                                                                               
Net loss for the year ended                                                    
 November 30, 1988                                    0                 0                    0       (  414,054)       (  414,054)
                                            -----------        ----------            ---------         --------         ---------
Balance, November 30, 1988                  604,725,000             6,047            1,467,808       (  414,054)        1,059,801
                                                                               
Issuance of common stock for                                                   
 services from December 1988                                                   
 to October 1989                              1,700,000                18               26,482                0            26,500
                                                                               
Issuance of common stock for                                                   
 cash in connection with                                                       
 exercise of warrants during                                                   
 the year ended November 30, 1989             2,027,200                20               40,524                0            40,544
                                                                               
Net loss for the year ended                                                    
 November 30, 1989                                    0                 0                    0       (  561,463)       (  561,463)
                                            -----------         ---------            ---------        ---------         ---------
Balance, November 30, 1989                  608,452,200             6,085            1,534,814       (  975,517)          565,382
                                                                            

                                                            (continued)

</TABLE>

<PAGE>

<TABLE>

                                                      SAFE AID PRODUCTS INCORPORATED
                                                       (A DEVELOPMENT STAGE COMPANY)
                                                      STATEMENT OF STOCKHOLDERS' EQUITY

<CAPTION>

                                
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                    Additional        During             Total
                                                         Common Stock                Paid-in        Development      Stockholders'
                                                  Shares             Amount          Capital           Stage            Equity
                                                          

<S>                                          <C>                <C>             <C>                     <C>           <C>    
Issuance of common stock for cash
 in connection with exercise of
 warrants during the year ended
 November 30, 1990                                  25,000                 0               500                0               500

Net loss for the year ended
 November 30, 1990                                       0                 0                 0      (   353,012)       (  353,012)

Net loss for the year ended
 November 30, 1991                                       0                 0                 0      (   108,242)       (  108,242)

Net loss for the year ended
 November 30, 1992                                       0                 0                 0     (     58,009)       (   58,009)

Issuance of common stock for
 services for the year ended
 November 30, 1993                                 500,000                 5               495                0               500

Net loss for the year ended
 November 30, 1993                                       0                 0                 0     (     44,479)       (   44,479)

Issuance of common stock for
 services for the year ended
 November 30, 1994                              94,000,000               940            13,160                0            14,100

Net loss for the year ended
 November 30, 1994                                       0                 0                 0     (      7,441)       (    7,441)
                                               -----------          --------      ------------     ------------         ---------
Balance, November 30, 1994                     702,977,200             7,030         1,548,969       (1,546,700)            9,299

Net loss for the year ended
 November 30, 1995                                       0                 0                 0     (     19,049)       (   19,049)
                                               -----------          --------      ------------      -----------         ---------
Balance, November 30, 1995                     702,977,200             7,030         1,548,969       (1,565,749)       (    9,750)

Net loss for the year ended
 November 30, 1996                                       0                 0                 0     (      5,009)       (    5,009)
                                               -----------         ---------      ------------     ------------        ----------
Balance, November 30, 1996                     702,977,200           $ 7,030        $1,548,969      $(1,570,758)      $(   14,759)

Net loss for the three months ended
 February 28, 1997, unaudited                            0                 0                 0      (     2,775)        (   2,775)
                                               -----------         ---------      ------------     ------------        ----------

Balance, February 28, 1997 unadited            702,977,200           $ 7,030        $1,548,969      $(1,573,533)      $(   17,534)
                                               -----------         ---------      ------------     ------------        ----------
</TABLE>

<PAGE>

<TABLE>


                                                    SAFE AID PRODUCTS INCORPORATED
                                                     (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENT OF OPERATIONS
                                                              (UNAUDITED)
<CAPTION>

                                                    
                                                         For The Three              From Inception
                                                         Months Ended             (May 21, 1987) to
                                                February 28,    February 29,         February 28,
                                                    1997            1996                 1997

REVENUE

<S>                                              <C>               <C>                <C>       
    Net sales                                    $      0          $  9,828           $  237,030
    License fees                                        0                 0               10,000
    Interest income                                     0                 0              120,676
                                                 --------          --------            ---------
             TOTAL REVENUES                             0             9,828              367,706
                                                 --------          --------            ---------

EXPENSES

    Cost of sales                                       0             7,589              203,463
    Selling, general and
     administrative                                 2,775             3,536              923,154
    Research and development                            0                 0              594,618
    Selling expenses                                    0                 0               65,642
    Depreciation and amortization                       0                 0               29,443
    Loss- inventory obsolescence                        0                 0              124,919
                                                  -------          --------            ---------
             TOTAL                                  2,775            11,135            1,941,239
                                                  -------          --------            ---------

NET LOSS                                         $( 2,775)         $( 1,307)         $(1,573,533)
                                                   ======            ======            =========

LOSS PER SHARE:
    Net loss per share                               NIL                NIL                  NIL
                                                   ======            ======               ======
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING                            702,977,200       702,977,200          673,991,290
                                              ===========       ===========          ===========

</TABLE>


<PAGE>

<TABLE>

                                                  SAFE AID PRODUCTS INCORPORATED
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      STATEMENT OF CASH FLOWS
                                                             UNAUDITED
                                                
<CAPTION>


                                                                   For The Three           From Inception
                                                                   Months Ended          (May 21, 1987) to
                                                              February 28,  February 29,    February 28,
                                                                 1997          1996             1997
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                           <C>            <C>            <C>         
         Net loss                                              $( 2,775)      $( 1,307)      $(1,573,533)
                                                               --------       --------       ----------- 
         Adjustments to reconcile net loss to net cash
                  used in operating  activities:
           Depreciation and amortization                              0              0            29,443
           Issuance of common stock for services                      0              0           122,100
           Loss on abandonment of assets                              0              0            11,018
         Changes in operating assets and liabilities:
          (Increase) decrease in assets:
            Organization costs                                        0              0        (    1,350)
           Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                   164         (  388)            5,457
                                                                 ------         ------        ----------
                  TOTAL ADJUSTMENTS                             ( 2,611)        (  388)          166,668
                                                                 ------         ------        ----------

         NET CASH USED BY OPERATING
          ACTIVITIES                                                  0        ( 1,695)       (1,406,865)
                                                                 ------         ------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES
         Additions to property and equipment                          0              0        (   39,111)
                                                                 ------         ------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of common stock                       0              0         1,433,899
         Loans from stockholders                                      0          3,500            23,500
         Repayment of stockholders' loans                             0              0        (   10,000)
                                                                 ------         ------         ---------

         NET CASH PROVIDED BY FINANCING
          ACTIVITIES                                                  0          3,500         1,447,399
                                                                 ------         ------         ---------

INCREASE (DECREASE) IN CASH                                      (2,611)         1,805             1,423

BEGINNING CASH BALANCE                                            4,034          2,191                 0
                                                                 ------         ------        ----------
ENDING CASH BALANCE                                            $  1,423       $  3,996       $     1,423
                                                                =======         ======        ==========
</TABLE>

<PAGE>

                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28,1997
                                   UNAUDITED


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Safe Aid Products Incorporated ("the Company") was incorporated on May 21, 1987
in the State of Delaware to engage in manufacturing and marketing of a
disinfectant product for sale in dental and medical offices and hotel and motel
markets, as well as in the retail over-the counter market, and to engage in
research and development regarding nasal and transdermal delivery of aspirin and
other drugs. At present, the Company remains in its development stage. Its
activities to date consist of limited sales of disinfectant products and the
investigation of the nasal and transdermal delivery of aspirin and other drugs.

The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The Company reported net
losses of $5,089 and $19,049 for the fiscal years ended November 30, 1996 and
1995, respectively. The continuation of the Company is dependent upon obtaining
additional capital or financing and the eventual achievement of sustained
profitable operations. To obtain these objectives, management is pursuing a
number of options, including continued efforts towards the licensing of patents
related to the nasal and transdermal delivery of aspirin and other drugs. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

The financial data for the three months ended February 28, 1997 and February 29,
1996 is  unaudited,  but includes  all  adjustments  (consisting  only of normal
recurring  adjustments)  which are, in the opinion of the management,  necessary
for a fair presentation of the results of operations for such periods.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual results could differ from
those estimates and assumptions.

Depreciation of machinery and equipment is computed under an accelerated method
over five year estimated useful lives of the related assets.

Net Loss Per Share

Net loss per average common and common equivalent share has been computed on the
basis of the weighted average number of common shares and equivalents
outstanding during the respective periods. The effects on loss per share
resulting from the assumed issuance of reserved shares and the assumed exercise
of warrants in all periods presented are antidilutive and, therefore, not
included in the calculations.

<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28,1997
                                    UNAUDITED

NOTE 2 - INCOME TAXES

No provision has been made in the accompanying financial statements for income
taxes payable because of the Company's operating loss from operations. At
November 30, 1996, the Company has approximately $1,553,000 of operating loss
carryforwards for financial reporting and income tax purposes that expire
through the year 2011. Additionally, the Company has approximately $44,000 of
research and development credits available to offset future income taxes through
the year 2005.

NOTE 3:  STOCKHOLDERS' EQUITY

The Articles of Incorporation provide for the authorization of 950,000,000
shares of common stock at $.00001 par value. Original capital contributed was
$10,000 in payment for the issuance of 100,000,000 shares of common stock.

During the period from December 1, 1987 through February 11, 1988, an additional
350,000,000 shares were issued for an aggregate consideration of $155,514.

In June of 1988, the Company completed a sale of 150,000 units to the public at
a price of $10 per unit. The Company received proceeds in the amount of
$1,213,841, net of commissions and expenses to the underwriter, legal,
accounting and other expenses related to the public offering in the amount of
$286,159. Each unit consisted of 1,000 shares of common stock, $.00001 par
value, and 500 redeemable common stock warrants designated redeemable Warrant
"A". Each redeemable Warrant "A" would upon exercise, entitle the holder to
purchase one share of common stock for $.02 per share and to receive one
redeemable Class "B" Common Stock purchase warrant. Each redeemable Class "B"
Common Stock purchase warrant would, upon exercise, entitle the holder to
purchase one share of common stock for $.05 per share. These exercise periods of
both Class "A: and Class "B" warrants have been extended by the Board of
Directors through January 9, 1998. At February 28, 1997, 147,272,800 shares of
common stock are reserved in connection with such warrants.

The shares of common stock and common stock purchase warrants were immediately
detachable from the units upon closing of the public offering and are, to the
extent a market exists, therefore, traded separately from the common stock.

In August 1988, 4,050,000 shares of common stock were issued to certain
consultants of the Company as compensation for their services rendered. These
shares have been valued by the Company at $.02 per share. The Company recorded
these shares as research and development expense.

During November 1988, 675,000 redeemable Class "A" Common Stock purchase
warrants were exercised at a price of $.02 per share. The Company received
proceeds of $13,500 upon the exercise of these warrants.
<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28,1997
                                    UNAUDITED


NOTE 3:  STOCKHOLDERS' EQUITY (continued)

In December 1988, 750,000 shares of common stock were issued to an unrelated
company as an inducement to enter into a license agreement at $.02 per share.
The Company recorded these shares as research and development expense.

In March 1989, 200,000 shares of common stock were issued to an unrelated party
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.02 per share. The Company recorded these shares as
public relations expense.

In October 1989, 750,000 shares of common stock were issued to unrelated parties
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.01 per share. The Company recorded these shares as
consulting and research and development expense.

During the years ended November 30, 1989 and 1990, 2,027,200 and 25,000
redeemable Class "A" Common Stock purchase warrants were exercised at a price of
$.02 per share, respectively. The Company received proceeds of $40,544 and $500
upon the exercise of these warrants, respectively.

On January 8, 1993, the Company issued 500,000 shares of the Company's common
stock in consideration of consulting services. The shares were valued at $.001
per share.

In January and February of 1994, 94,000,000 shares of common stock were issued
to certain officers and consultants of the Company and to one of the Company's
law firms as compensation for their services rendered and to induce them to
continue to provide their services to the Company. These shares have been valued
by the Company at $.00015 per share and the Company recorded these shares as
general and administrative expenses during the year ended November 30, 1994.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

On February 27, 1997, the Company entered into a joint venture with CC Plus, a
Spanish corporation. The purpose of the joint venture is to establish the
worldwide development, production and marketing of nasally administered aspirin
(the "Product"), as well as research and develop the ability to use the Product
in connection with the nasal administration of other medications or natural
substances. The term of the joint venture is ten (10) years, commencing February
27, 1997 and shall be automatically renewed for periods of ten (10) years unless
otherwise terminated in accordance with the terms of the Agreement. However,
during the initial term, the Company holds the exclusive right to terminate the
joint venture in the event that the total sales of the Product are less than
1,500,000 units during the initial thirty months of the term of joint venture.

The Company and CC Plus shall share the earnings of the joint venture in equal
shares of fifty (50%) percent each. However, the Company's share in the earnings
of the joint venture shall not be less than five (5%) percent of the gross sales
of the joint venture. As a condition to the joint venture, CC Plus shall expend
no less than $500,000.00 towards the development and marketing of the Product. 
The initial name of the joint venture is "CC Plus-Safe Aid Joint Venture."

<PAGE>


                         SAFE AID PRODUCTS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28,1997
                                    UNAUDITED

NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)

On July 25, 1994, the Company entered into a license agreement with CMR Group,
Inc. ("CMR") in which the Company granted to CMR an exclusive license to develop
and market the Company's patent rights relating to TCGU or bleaching products.
In consideration for granting CMR this license, the Company received a license
fee of $10,000 in 1994 and will receive royalties of 10% of the net revenue from
all sales of products containing TCGU until the Company receives $1,000,000, and
7% of the net revenue from such sales thereafter.

There were no royalties earned pursuant to this agreement during the year ended
November 30, 1996 or the three months ended February 28, 1997.

On January 25, 1988, the Company entered into a research agreement with the
University of Kentucky Research Foundation (UKRF). Pursuant to the terms of the
agreement, the Company offered a grant in the amount of $100,000 per year, in
exchange for specific research to be performed by UKRF. The Company paid
$100,000 for the year ended November 30, 1988 and $75,000 for the year ended
November 30, 1989. No grants were offered subsequent to 1989. All inventions or
discoveries pursuant to the research agreement shall be owned by UKRF. UKRF has
granted an option to the Company for the exclusive license of any such invention
or discoveries. Upon exercising its option, the Company shall pay a license fee
up to $10,000. Certain members of the Company's Advisory Board are professors at
the University of Kentucky. On August 30, 1988 the Company exercised its option
with respect to certain patent rights. Additionally, the Company shall pay
annual royalties during the term of the agreement based upon annual direct and
indirect net sales as follows:

i.       2.0% royalty on all direct sales.
ii.      For all indirect sales for which the Company receives a royalty,
         1/3 of such royalty is to be paid to UKRF. This royalty payment cannot
         be less than 1% or more than 2% of such indirect sales. 
iii.     For all indirect sales for which the Company receives a license fee, 
         20% of such license fee is to be paid to UKRF.

There has been no activity with respect to this agreement during the year ended
November 30, 1996 or the three months ended February 28, 1997.

On January 25, 1988, the Company entered into a license agreement with UKRF in
connection with the right to use certain information and patents concerning the
derivation of aspirin. The agreement also required a non-refundable license
issue fee of $5,000 upon execution. Additionally, the Company shall pay a
royalty in an amount equal to 2% of the net sales of the licensed product as
defined in the agreement. There has been no activity with respect to this
agreement during the year ended November 30, 1996 or the three months ended
February 28, 1997.

<PAGE>



                           PART II. OTHER INFORMATION
                           --------------------------

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

         (a)      Exhibits
                  --------

                  10.10 - Joint Venture Agreement between CC Plus
and Safe Aid Products Incorporated dated February 27, 1997.

         (b)      Reports
                  -------

                  A Form 8-K dated February 19, 1997 was filed in
order to report the extension of the time period, until January 9, 1998, during
which the Company's warrants may be exercised.

                  A Form 8-K dated March 3, 1997 was filed in order
to report that the Corporation entered into a joint venture with CC Plus, a
Spanish corporation, on February 27, 1997. A copy is annexed hereto as Exhibit
10.10.

                                       13


<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 hereunto duly authorized.

                                             SAFE AID PRODUCTS INCORPORATED

                                             /s/ Stanley Snyder
                                             ------------------------
                                             Stanley Snyder, President

Dated:  April 15, 1997



                                       14


<PAGE>