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, 2002

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

           For the transition period from ____________ to ____________

                        Commission file number 000-17746
                                               ---------

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


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

                  2875 S. Ocean Boulevard, 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: 871,426,599


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

<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


ACCOUNTANTS' REVIEW REPORT
--------------------------


To the Board of Directors and Shareholders
Safe Technologies International, Inc.
    And Subsidiaries
Palm Beach, Florida

We have reviewed the accompanying consolidated balance sheet of Safe
Technologies International, Inc., a Delaware corporation, and subsidiaries, as
of September 30, 2002 and the related consolidated statements of operations for
the quarters and nine-month periods ended September 30, 2002 and 2001. We have
also reviewed the related statements of cash flows for the nine-month periods
ended September 30, 2002 and 2001, as well as the related statements of changes
in stockholders' equity for the years ended December 31, 2001 and 2000, and for
the nine-month period ended September 30, 2002. All information included in
these financial statements is the responsibility of the Company's management.

A review consists primarily of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company incurred significant losses
during the nine month-period ended September 30, 2002 and is primarily reliant
on the Internet industry for its operations. These conditions raise substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 8. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


October 31, 2002



                                       1
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002

ASSETS


CURRENT ASSETS
--------------
  Cash                                                                  $  4,552
  Accounts Receivable (net of allowance for doubtful accounts
       of $20,000)                                                        19,256
  Prepaid Expenses                                                           210
                                                                        --------

         TOTAL CURRENT ASSETS                                             24,018

PROPERTY & EQUIPMENT
--------------------
  Fixed assets (net of accumulated depreciation)                          73,118

OTHER ASSETS
------------
  Deposits                                                                 7,556
  Investment in Internet Commerce, Inc.                                    5,996
  Investment in Agenesis Corporation                                         796
  Goodwill, copyrights and trademarks (net of accumulated
     amortization)                                                       296,266
                                                                        --------

         TOTAL OTHER ASSETS                                              310,614
                                                                        --------

TOTAL ASSETS                                                            $407,750


    See Accountants' Review Report and Accompanying Notes


                                       2
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
-------------------
  Accounts Payable                                                 $    59,071
  Accrued Expenses                                                      90,413
  Notes Payable                                                        403,235
  Deferred Income                                                        4,515
                                                                   -----------

        TOTAL CURRENT LIABILITIES                                      557,234

SHAREHOLDERS' EQUITY
--------------------
  Common Stock, par value $0.00001, 999,999,000 shares authorized,
     871,426,599 shares issued and outstanding                           8,714
  Additional Paid-in Capital                                         7,147,583
  Accumulated Deficit                                               (7,305,781)
                                                                   -----------

                    TOTAL SHAREHOLDERS' EQUITY                        (149,484)
                                                                   -----------

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $   407,750
                                                                   ===========

              See Accountants' Review Report and Accompanying Notes


                                       3
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001, AND
                YEAR-TO-DATE THROUGH SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>

                                                   FOR THE QUARTERS ENDED      YEAR-TO-DATE THROUGH
                                                    SEPT 30,      SEPT 30,     SEPT 30,      SEPT 30,
                                                     2002          2001          2002          2001
                                                  ----------    ----------    ----------    ----------
<S>                                               <C>           <C>           <C>           <C>
REVENUE
  Sales, Net of Customer Returns                  $   57,438    $   53,662    $  150,800    $  192,978

EXPENSES
  Cost of Goods Sold                                      63        10,831         2,539        38,763
                                                  ----------    ----------    ----------    ----------

               GROSS PROFIT                           57,375        42,831       148,261       154,215
                                                  ----------    ----------    ----------    ----------

  Selling, General and Administrative Expenses:
     Advertising and Promotion                         3,026           825         8,924         3,962
     Consulting Fees                                  33,880       122,000       150,430       206,093
     Depreciation and Amortization                    17,947        19,237        53,651        57,278
     Salaries and Benefits                              (674)        5,500         6,760       191,127
     Legal and Professional Services                  22,660        34,352        54,620       160,075
     Proxy and Broker Services                           850           825         2,430         2,540
     General and Administrative                       60,538        37,236       151,645       100,272
                                                  ----------    ----------    ----------    ----------

    TOTAL SELLING, GENERAL & ADMINISTRATIVE
           EXPENSES                                  138,227       219,975       428,460       721,347
                                                  ----------    ----------    ----------    ----------

OTHER INCOME & (EXPENSES)
   Interest Expense                                   (7,429)       (7,380)      (22,286)      (23,352)
  (Loss) on Sale of Subsidiary                        (6,794)           --       (55,236)           --
                                                  ----------    ----------    ----------    ----------

    TOTAL OTHER INCOME/(EXPENSES)                    (14,223)       (7,380)      (77,522)      (23,352)
                                                  ----------    ----------    ----------    ----------

NET  (LOSS)                                       $  (95,075)   $ (184,524)   $ (357,721)   $ (590,484)
                                                  ==========    ==========    ==========    ==========

NET  (LOSS) PER SHARE                             $(0.000109)   $(0.000225)   $(0.000420)   $(0.000725)
                                                  ==========    ==========    ==========    ==========
</TABLE>



              See Accountants' Review Report and Accompanying Notes



                                       4
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                  AND FOR THE QUARTER ENDED SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
                                                                       Common Stock               Capital
                                                                   Shares          Amount        Subscribed
                                                                ------------    ------------    ------------
<S>                                                              <C>            <C>             <C>
Balance, December 31, 2000                                       805,605,299    $      8,056    $         --

Issuance of shares of common stock for legal services,             1,000,000              10              --
   January 3, 2001 ($0.02 per share)

Issuance of additional shares of common stock based on             4,204,634              42              --
   terms of "Connect.ad, Inc." acquisition agreement,
   January 15, 2001

Issuance of shares of common stock in exchange for                 1,666,667              17              --
   capital subscribed, February 15, 2001

Capital subscribed, per agreements dated May 31, 2001                     --              --          32,000

Issuance of shares of common stock for legal services,             1,000,000              10              --
   June 18, 2001 ($0.02 per share)

Issuance of shares of common stock to an officer as                5,000,000              50              --
   compensation for services, July 3, 2001 ($0.02 per share)

Issuance of shares of common stock to an officer
   as reimbursement for expenses, July 3, 2001
   ($0.02 per share)                                                 750,000               8              --
                                                                ------------    ------------    ------------

                 Sub-total                                       819,226,600    $      8,193    $     32,000
[RESTUBBED]
<CAPTION>


                                                                    Paid In        Accumulated
                                                                    Capital           Deficit           TOTAL
                                                                  ------------     ------------     ------------
<S>                                                               <C>              <C>              <C>
Balance, December 31, 2000                                        $  6,599,060     $ (6,358,891)    $    248,225

Issuance of shares of common stock for legal services,                  19,990               --           20,000
   January 3, 2001 ($0.02 per share)

Issuance of additional shares of common stock based on                      --               --               42
   terms of "Connect.ad, Inc." acquisition agreement,
   January 15, 2001

Issuance of shares of common stock in exchange for                      49,983               --           50,000
   capital subscribed, February 15, 2001

Capital subscribed, per agreements dated May 31, 2001                       --               --           32,000

Issuance of shares of common stock for legal services,                  19,990               --           20,000
   June 18, 2001 ($0.02 per share)

Issuance of shares of common stock to an officer as                     99,950               --          100,000
   compensation for services, July 3, 2001 ($0.02 per share)

Issuance of shares of common stock to an officer
   as reimbursement for expenses, July 3, 2001
   ($0.02 per share)                                                    14,992               --           15,000
                                                                  ------------     ------------     ------------

                 Sub-total                                        $  6,803,965     $ (6,358,891)    $    485,267
</TABLE>


             See Accountants' Review Report and Accompanying Notes

                                       5
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                  AND FOR THE QUARTER ENDED SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
                                                                       Common Stock               Capital
                                                                   Shares          Amount        Subscribed
                                                                ------------    ------------    ------------
<S>                                                              <C>            <C>             <C>

                  Sub-Total                                      819,226,600    $      8,193    $     32,000

Issuance of shares of common stock to an officer as                  350,000               3              --
   compensation for services, July 3, 2001 ($0.02 per share)

Capital subscribed, per agreements dated                                  --              --          68,000
   September 5, 2001

Issuance of shares of common stock for legal                       1,000,000              10              --
  services, November 6, 2001 ($0.02 per share)

Issuance of shares of common stock in exchange for                 8,749,999              87        (100,000)
   capital subscribed in 2001, November 10, 2001

Net loss, December 31, 2001                                               --              --              --
                                                                ------------    ------------    ------------

Balance, December 31, 2001                                       829,326,599           8,293              --

Issuance of shares of common stock to an officer as                  200,000               2              --
   compensation for services, January 3, 2002 ($0.007
   per share)

Issuance of shares of common stock to an officer as                2,000,000              20              --
   compensation for services, January 8, 2002 ($0.007
   per share)
                                                                ------------    ------------    ------------

                 Sub-Total                                       831,526,599    $      8,315    $         --
[RESTUBBED]
<CAPTION>

                                                                     Paid In        Accumulated
                                                                     Capital           Deficit           TOTAL
                                                                   ------------     ------------     ------------
<S>                                                                <C>              <C>              <C>

                  Sub-Total                                        $  6,803,965     $ (6,358,891)    $    485,267

Issuance of shares of common stock to an officer as                       6,997               --            7,000
   compensation for services, July 3, 2001 ($0.02 per share)

Capital subscribed, per agreements dated                                     --               --           68,000
   September 5, 2001

Issuance of shares of common stock for legal                             19,990               --           20,000
  services, November 6, 2001 ($0.02 per share)

Issuance of shares of common stock in exchange for                       99,913               --               --
   capital subscribed in 2001, November 10, 2001

Net loss, December 31, 2001                                                  --         (589,169)        (589,169)
                                                                   ------------     ------------     ------------

Balance, December 31, 2001                                            6,930,865       (6,948,061)          (8,904)

Issuance of shares of common stock to an officer as                       1,398               --            1,400
   compensation for services, January 3, 2002 ($0.007
   per share)

Issuance of shares of common stock to an officer as                      13,980               --           14,000
   compensation for services, January 8, 2002 ($0.007
   per share)
                                                                   ------------     ------------     ------------

                 Sub-Total                                         $  6,946,243     $ (6,948,061)    $      6,496
</TABLE>


             See Accountants' Review Report and Accompanying Notes

                                       6
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                  AND FOR THE QUARTER ENDED SEPTEMBER 30, 2002
<TABLE>
<CAPTION>

                                                                       Common Stock               Capital
                                                                   Shares          Amount        Subscribed
                                                                ------------    ------------    ------------
<S>                                                              <C>            <C>             <C>

                  Sub-Total                                      831,526,599    $      8,315    $         --

Capital subscribed, per agreement dated January 1, 2002                   --              --          50,000

Issuance of shares of common stock for reduction of                1,000,000              10              --
   balance owed for legal services, February 2, 2002,
   ($0.007 per share)

Issuance of shares of common stock for legal services,               500,000               5              --
   February 2, 2002 ($0.007 per share)
  ($0.06 per share)

Issuance of shares of common stock to an officer as               20,000,000             200              --
  compensation for services, May 2, 2002 ($0.0049
  per share)

Issuance of shares of common stock in exchange for                 1,000,000              10              --
  services, May 2, 2002 ($0.0049 per share)

Issuance of shares of common stock in exchange for                 5,000,000              50         (50,000)
  capital subscribed in 2002, May 2, 2002

Issuance of shares of common stock to an officer as               10,000,000             100              --
  compensation for services, July 1, 2002 ($0.0032
  per share)
                                                                ------------    ------------    ------------

                    Sub-total                                    869,026,599    $      8,690    $         --

[RESTUBBED]
<CAPTION>
                                                                     Paid In        Accumulated
                                                                     Capital           Deficit           TOTAL
                                                                   ------------     ------------     ------------
<S>                                                                <C>              <C>              <C>

                  Sub-Total                                        $  6,946,243     $ (6,948,061)    $      6,496

Capital subscribed, per agreement dated January 1, 2002                      --               --           50,000

Issuance of shares of common stock for reduction of                       6,990               --            7,000
   balance owed for legal services, February 2, 2002,
   ($0.007 per share)

Issuance of shares of common stock for legal services,                    3,495               --            3,500
   February 2, 2002 ($0.007 per share)
  ($0.06 per share)

Issuance of shares of common stock to an officer as                      97,800           98,000
  compensation for services, May 2, 2002 ($0.0049
  per share)

Issuance of shares of common stock in exchange for                        4,890               --            4,900
  services, May 2, 2002 ($0.0049 per share)

Issuance of shares of common stock in exchange for                       49,950               --               --
  capital subscribed in 2002, May 2, 2002

Issuance of shares of common stock to an officer as                      31,400               --           31,500
  compensation for services, July 1, 2002 ($0.0032
  per share)
                                                                   ------------     ------------     ------------

                    Sub-total                                      $  7,140,767     $ (6,948,061)    $    201,396
</TABLE>



             See Accountants' Review Report and Accompanying Notes


                                       7
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                  AND FOR THE QUARTER ENDED SEPTEMBER 30, 2002
<TABLE>
<CAPTION>


                                                                       Common Stock               Capital
                                                                   Shares          Amount        Subscribed
                                                                ------------    ------------    ------------
<S>                                                              <C>            <C>             <C>


    Sub-Total                                                    869,026,599    $      8,690    $         --

Issuance of shares of common stock for reduction of                2,000,000              20              --
  balance owed for legal services, August 6, 2002,
  ($0.003 per share)

Issuance of shares of common stock to an officer as                  400,000               4              --
  compensation for services, August 15, 2002 ($0.0021)
  per share)

Net loss, September 30, 2002                                              --              --              --


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

                                                                 871,426,599    $      8,714    $         --
                                                                ============    ============    ============
[RESTUBBED]
<CAPTION>

                                                                     Paid In        Accumulated
                                                                     Capital           Deficit           TOTAL
                                                                   ------------     ------------     ------------
<S>                                                                <C>              <C>              <C>


    Sub-Total                                                      $  7,140,767     $ (6,948,061)    $    201,396

Issuance of shares of common stock for reduction of                       5,980               --            6,000
  balance owed for legal services, August 6, 2002,
  ($0.003 per share)

Issuance of shares of common stock to an officer as                         836               --              840
  compensation for services, August 15, 2002 ($0.0021)
  per share)

Net loss, September 30, 2002                                                 --         (357,721)        (357,721)


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

                                                                   $  7,147,583     $ (7,305,781)    $   (149,484)
                                                                   ============     ============     ============
</TABLE>



             See Accountants' Review Report and Accompanying Notes


                                       8
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                YEAR-TO-DATE THROUGH SEPTEMBER 30, 2002 AND 2001
<TABLE>
<CAPTION>


                                                               YTD THROUGH
                                                         SEPT 30,        SEPT 30,
                                                          2002             2001
                                                        ---------       ---------
<S>                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                            $(357,721)      $(590,484)
  Adjustments to Reconcile Net Loss to Net
    Cash Provided by Operating Activities:
      Depreciation and Amortization                        53,651          57,278
   Change in Assets and Liabilities
        (Increase) decrease in Accounts Receivable         (9,738)         11,273
        (Increase) decrease in Deposits                     1,645           3,689
        (Increase) decrease in Prepaid Expenses              (210)             --
        (Increase) decrease in Other Assets                78,014         120,000
        Increase (decrease) in Accounts Payable           (10,178)            857
        Increase (decrease) in Accrued Expenses            16,680          21,388
        Increase (decrease) in Shareholders' Loan           2,493          14,500
                                                        ---------       ---------

                  NET CASH (USED) BY OPERATING
                          ACTIVITIES                     (225,364)       (361,499)
                                                        ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                      (2,825)        (18,892)
   Investment in Pro Con Systems, Inc.                     (5,996)             --
   Investment in Agenesis Corporation                        (796)             --
                                                        ---------       ---------

                  NET CASH USED BY INVESTING
                          ACTIVITIES                       (9,617)        (18,892)
                                                        ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   (Decrease) in Notes Payable                             (1,349)             --
   Increase in Common Stock                                   421             141
   Increase (Decrease) in Capital Subscribed                   --          75,000
   Increase in Additional Paid-in Capital                 216,719         295,953
                                                        ---------       ---------

                  NET CASH PROVIDED BY FINANCING
                          ACTIVITIES                      215,791         371,094
                                                        ---------       ---------

NET INCREASE (DECREASE) IN CASH                           (19,190)         (9,297)

CASH, BEGINNING OF PERIOD                                  23,742          40,702
                                                        ---------       ---------

CASH, END OF PERIOD                                     $   4,552       $  31,405
                                                        =========       =========
</TABLE>




              See Accountants' Review Report and Accompanying Notes



                                       9
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


 1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
         -------------------------------------------------------

         Nature of Business:
             Safe Technologies International, Inc. ("Safe Tech") and its
             subsidiaries is a multi-faceted company primarily specializing in
             Internet services and products.

         Organization:
             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.

         Basis of Consolidation:
             The consolidated financial statements include the accounts of Safe
             Technologies International, Inc. and its subsidiaries Total Micro
             Computers, Inc. (inactive), Connect.ad, Inc. (inactive), Connect.ad
             Services, Inc., and Internet Associates International, Inc. All
             material intercompany transactions and balances have been
             eliminated in the consolidated financial statements.

         Use of Estimates:
             The preparation of financial statements in conformity with
             generally accepted accounting principles requires management to
             make estimates and assumptions that affect the reported amounts of
             assets and liabilities and disclosure of contingent assets and
             liabilities at the date of the financial statements and the
             reported amounts of revenues and expenses during the reporting
             period. Actual results could differ from those estimates.

         Revenue Recognition:
             Revenues of Safe Technologies International, Inc. and its'
             subsidiaries are recognized at the time the services are rendered
             to customers. Services are rendered when the Company's
             representatives receive the customers' requests and complete the
             customers' orders.

         Financial Instruments:
             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.



                                       10
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------------------
             (CONTINUED):
             ------------

         Accounts Receivable:
             It is the policy of management to review the outstanding accounts
             at year-end, as well as review bad debts, and establish an
             allowance for doubtful accounts and uncollectible amounts.

         Advertising:
             Advertising costs, which are included in selling, general and
             administrative expenses, are expensed as costs are incurred.
             Advertising expense was $3,026 and $825 for the quarters ended
             September 30, 2002 and 2001, respectively.

         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.

         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 September
             30, 2002 represent viable assets that, in the foreseeable future,
             will generate sufficient cash flows to recover their carrying
             amounts.

         Property & Equipment:
             Property and equipment is carried at cost. Depreciation of
             depreciable assets is computed using the straight-line method of
             depreciation over the estimated useful lives of the assets. The
             estimated useful life is between 5 and 10 years.

         Amortization:
             Amortization of trademarks, copyrights and goodwill is determined
             utilizing the straight-line method based generally on the estimated
             useful lives of the intangibles, as follows:

                  Trademarks and copyrights        15 years
                  Goodwill                         15 years


                                       11
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------------------
             (CONTINUED):
             ------------

         Cash and Cash Equivalents:
             For purposes of the statements of cash flows, the Company considers
             all unrestricted highly liquid investments with an initial maturity
             of three months or less to be cash equivalents.

         Deferred Income:
             Deferred income arises in the normal course of business from the
             development of new web site contracts. The Company recognizes
             income when delivery has occurred or services have been rendered.

             Deferred income at September 30, 2002 and 2001 was $4,515,
             respectively.

         Accounting Pronouncements:
             In June 1997, the Financial Accounting Standards Board issued
             Statement of Accounting Standards No. 131, Disclosures About
             Segments of an Enterprise and Related Information (SFAS No. 131),
             which established presentation of financial data based on the
             "management approach." SFAS No. 131 is applicable for fiscal years
             beginning after December 15, 1997. For the current fiscal year, the
             presentation of segment reporting is deemed by management to be
             immaterial.

         Net Loss Per Share:
             Net loss per share is computed by dividing net loss by the weighted
             average number of common shares outstanding for the period.

         Investment in Internet Commerce, Inc.:
             The Company owns 8,000,000 shares (8%) of the common stock of
             Internet Commerce, Inc., pursuant to the merger between Internet
             Commerce, Inc. (formerly a subsidiary of the Company) and ProCon
             Systems ApS, Inc., a Danish corporation (see Note 10). Internet
             Commerce, Inc. is a supplier of travel industry management
             software. The recoverability of the Company's investment in
             Internet Commerce, Inc. is dependent upon the future profitability
             of that company or the underlying value of its assets. No provision
             for the recoverability of the investment has been made in the
             accompanying consolidated financial statements.

         Investment in Agenesis Corporation:
             The Company owns 40,000,000 shares (8%) of the common stock of
             Agenesis Corporation (f/k/a Connect.ad of South Florida, Inc.),
             pursuant to the merger between Connect.ad


                                       12
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------------------
             (CONTINUED):
             ------------

         Investment in Agenesis Corporation (continued):
             of South Florida (formerly a subsidiary of the Company) and
             Agenesis Corporation, a Florida corporation (see Note 11). Agenesis
             Corporation is a private company with headquarters in Fort
             Lauderdale, Florida. The recoverability of the Company's investment
             in Agenesis Corporation is dependent upon the future profitability
             of that company or the underlying value of its assets. No provision
             for the recoverability of the investment has been made in the
             accompanying consolidated financial statements.

2.       CAPITAL STOCK TRANSACTIONS:
         ---------------------------

         The original Articles of Incorporation provide for the authorization of
         950,000,000 shares of common stock at $0.00001 par value. On January
         30, 1999, the stockholders approved increasing the authorized number of
         shares to 999,999,000.

3.       SUBSCRIPTIONS:
         --------------

         In January 2002, the Company received $50,000 in deposit on a
         subscription agreement for the purchase of 5,000,000 shares of common
         stock. At September 30, 2002, the Company had received payment in full
         and had issued the shares related to this subscription.

4.       LEASES:
         -------

         The Company rents office spaces in Palm Beach, Florida. The total
         monthly rent is currently $3,572. The Company also rented office
         furniture and equipment on a month-to-month basis for $1,000 from the
         president, an arrangement that was discontinued in March 2001 when
         furniture and equipment was purchased.

5.       INCOME TAXES:
         ------------

         The Company and its subsidiaries file consolidated income tax returns.
         No provision has been made in the accompanying financial statements for
         income taxes payable because of the Company's operating loss from
         operations. At December 31, 2001, the Company had $6,616,746 of
         operating loss carry-forwards for financial reporting and income tax
         purposes available to offset future income taxes expiring through the
         year 2021. Net operating losses of $576,793 for the year ended December
         31, 2001 will expire in 2021. The net operating loss


                                       13
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


5.       INCOME TAXES (CONTINUED):
         ------------------------

         carryforwards will begin to expire in 2003. Additionally, the Company
         has approximately $44,000 of research and development credits available
         to offset future income taxes through the year 2005. There can,
         however, be no assurance that the Company will have future operating
         profits.

6.       NOTES PAYABLE:
         --------------

         At September 30, 2002, short-term debt consisted of the following:


                12% note payable to an officer                $  231,513
                and shareholder, unsecured, due on
                demand. Upon any default, the
                note becomes due immediately at an
                interest rate of 18% per annum.

                Note payable to a shareholder,                   134,086
                unsecured, due on demand, no
                interest rate specified.

                Note payable to CGI Marketing,                    35,143
                unsecured, due on demand, with
                an interest rate of 5.5%

                Note payable to an officer, unsecured              2,493
                due on demand, no interest rate               ----------
                specified.

                Total short-term debt                         $   403,235
                                                              ===========

7.       STOCK AWARDS:
         ------------

         In April 1998, the Company adopted a stock option plan (the "Incentive
         Stock Plan") that was intended to provide incentives to, and awards
         for, certain eligible employees, officers, directors and consultants.
         The Company reserved 30,000,000 shares of common stock under this Plan,
         consisting of a maximum of 15,000,000 restricted stock grants and
         15,000,000 stock awards.



                                       14
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


7.       STOCK AWARDS (CONTINUED):
         ------------------------

         In December 1999, the Company adopted a stock option plan called the
         Safe Technologies International, Inc. - Year 2000 Stock Award Plan (the
         "Year 2000 Stock Award Plan"). Pursuant to this plan, the Company
         registered 30,000,000 shares of its common stock, to be awarded to
         eligible persons thereunder.

         Under both plans, the Company awarded 3,000,000 shares of common stock
         in 2001, 14,450,000 shares in 2000, 18,770,764 in 1999 and 7,325,000 in
         1998 to its officers, directors and consultants.

8.       GOING CONCERN
         -------------

         The Company's financial statements have been presented on the basis
         that it is a going concern, which contemplates the realization of
         assets and the satisfaction of liabilities in the normal course of
         business.

         As shown in the accompanying consolidated financial statements, the
         Company incurred a net loss of $357,721 during the nine-month period
         ended September 30, 2002 and, as of that date, intangible assets
         represent 71% of total assets. The Company's sales volume decreased
         substantially from the period ended September 30, 2001 to 2002. Those
         factors, as well as the Company's reliance on the Internet industry,
         create an uncertainty about the Company's ability to continue as a
         going concern. Management has developed a plan to acquire businesses
         outside of the Internet industry, and is actively searching for
         acquisition targets (see Notes 10 and 11) in order to reduce the
         Company's reliance on any one business or industry. The ability of the
         Company to continue as a going concern is dependent on the success of
         this plan. The consolidated financial statements do not include any
         adjustments that might be necessary if the Company is unable to
         continue as a going concern.

  9.     LITIGATION
         ----------

         An individual, who was a shareholder of INI (prior to its merger with
         Safe Tech), filed a lawsuit in June 2000 against Safe Tech, its
         chairman and chief executive officer. He claimed that he was entitled
         to more shares in the Company than he received pursuant to the merger
         of INI with Safe Tech. During the third quarter 2002, this litigation
         was ended by the plaintiff offering (and the Company consenting to) a
         voluntary dismissal, with no financial consideration paid by the
         Company.




                                       15
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001
                        (See Accountants' Review Report)


10.      INVESTMENT IN INTERNET COMMERCE, INC.
          ------------------------------------

         On March 27, 2002, the Company completed a merger agreement between one
         of its wholly-owned subsidiaries (Internet Commerce, Inc.) and ProCon
         Systems ApS, Inc., a Danish corporation that is a supplier of travel
         industry management software. Pursuant to the merger agreement,
         Internet Commerce, Inc. (the surviving corporation) changed its name to
         Pro Con Systems, Inc., effected a 1:80,000 split of its common stock
         and issued 92,000,000 new shares to the former shareholders of ProCon
         Systems ApS, Inc. which represented a 92% ownership interest in the
         merged company. As a result, the Company's balance sheet reflects an 8%
         minority interest in the surviving corporation. Pro Con Systems, Inc.
         subsequently changed its name back to Internet Commerce, Inc.

11.      INVESTMENT IN AGENESIS CORPORATION
         ----------------------------------

         On May 24, 2002, the Company completed a merger agreement between one
         of its wholly-owned subsidiaries (Connect.ad of South Florida, Inc.)
         and All American Acquisition Associates, Inc., a Florida corporation
         headquartered in Fort Lauderdale, Florida. Pursuant to the merger
         agreement, Connect.ad of South Florida, Inc. (the surviving
         corporation) changed its name to Agenesis Corporation, effected a split
         of its common stock and issued 460,000,000 new shares to the former
         shareholders of All American Acquisition Associates, Inc., which
         represented a 92% ownership interest in the merged company. As a
         result, the Company's balance sheet reflects an 8% minority interest in
         the surviving corporation.

12.      RELATED PARTY TRANSACTIONS
         --------------------------

         During the quarter ended September 30, 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 quarters ended September 30, 2002 and 2001 were $5,758 and $0,
         respectively. Total amounts owed to this company as of September 30,
         2002 and 2001 were $2,348 and $0, respectively.


                                       16
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         Safe Technologies International Inc., a Delaware corporation (the
Company), is continuing its efforts to build a multi-faceted company serving the
developing e-commerce industry. As of September 30, 2002, the Company has one
active wholly-owned subsidiary: Internet Associates International, Inc. ("IAI").
Unless the context otherwise requires, the term "Company" refers to the Company
and IAI.

         The Company has confidence that our existing internet management is
entrepreneurial and flexible enough to accommodate what is sure to be additional
market shifts in this burgeoning industry.

         Third Quarter operations reflect the critical paths and philosophies
that the Company's Management has adopted and followed in order to structure
operations to accommodate growth. We achieved a number of fundamental objectives
that we believe should posture the Company for future growth, and are in the
process of planning the next phase of our evolution.

         During the First Quarter of 2002, we made decisions that allowed all
key Management personnel to devote more time to seeking and evaluating potential
mergers and acquisitions within qualification parameters previously established
by Management. In seeking new mergers and acquisitions, less time has been
devoted to the evaluation of Internet companies because of the operating hazards
many Internet companies operations have faced. While continuing to be involved
in the migration of commerce to the Internet arena, through IAI, the Company's
focus and emphasis will be to merge with or acquire "brick and mortar"
operations with good revenue potential, and within industries of above-average
growth potential. Management has long believed that for the right company, in a
vertically or horizontally related business, such a merger would be of great
benefit to the Company and its Shareholders.

         In April 2002, the Company closed its first merger of an inactive
subsidiary by merging ProCon Systems, Inc. (ProCon) into our previously inactive
subsidiary, Internet Commerce, Inc. The subsidiary formally changed its name to
ProCon Systems, Inc., at the time of the merger. However, Pro Con's management
has recently decided to return to the name of Internet Commerce, Inc., which
better reflects the global industry reach of their target markets. As a result
of this merger, the Company owns an 8% equity position in Internet Commerce,
Inc. (ICI).

         ICI is a supplier of travel industry management software and, among
other things, has developed a new and upgraded product suite built on
Microsoft's .NET technology. Its management team has over 20 years of experience
in the industry, and is working rapidly to build its global distribution
network. To date, ICI has acquired a subsidiary in Singapore and finalized
negotiations concerning distribution agreements covering Southeast Asia,
including China. ICI is also in the final stages of establishing distribution
agreements covering the Pacific Region, has begun negotiations concerning the
acquisition of two entities in Europe, is in the process of establishing a
subsidiary in Denmark, and is pursuing the establishment of a presence in the
United States. ICI is currently in the process of establishing a public market
for its stock in the United States. In connection with establishing such a
market, the Company intends to distribute a portion of its ICI equity ownership
position to the Company's shareholders.

                                       17
<PAGE>

         During the Third Quarter, the Company closed the merger of All American
Acquisition Associates, Inc. (AAAA), a privately held company, into Connect.ad
of South Florida, Inc., another inactive subsidiary of the Company. Pursuant to
the merger, the Company owns an 8% equity position in the merged entity, which
is now known as Agenesis, Corporation. As with ICI, Agenesis is in process of
establishing a public market for its stock and, in connection with establishing
such a market, the Company intends to distribute a portion of its Agenesis
ownership to the Company's shareholders.

         During the Second Quarter, the Company also entered into a Letter of
Intent with Real Logic, Inc. (RELO), a Delaware Corporation. RELO is a publicly
reporting company with two principal shareholders - Bradford L. Tolley and
Michael Posner - who are related parties to the Company. RELO is a company
focused on the most advanced technologies of new age entertainment based in
Toronto, Canada and Palm Beach, Florida. A six passenger simulator, trademarked
as "Ipodz," is RELO's major asset. Ergonomically designed for maximum safety and
comfort, Ipodz comes standard with seat belts, pneumatically operated passenger
doors, emergency internal door release, smoke detector, low voltage interior
lighting, and with a safety surveillance video system. Ipodz is the most
technologically advanced simulator on the market today, providing entertainment
content for both adults and children. The Company intends to purchase a five
percent (5%) equity position in RELO, which equates to approximately 3,000,000
shares, on what we consider to be very favorable terms. At such time as RELO is
able to establish a public trading market for its stock, the Company expects to
distribute to its shareholders a significant portion of its equity ownership in
RELO.

         Also during the Second Quarter, after discussions with numerous
potential candidates exploring potential means of utilizing the Company's
franchise document asset, held in the Company's subsidiary, Connect.Ad, Inc.,
the Company entered into a Letter of Intent to acquire, in Connect.Ad, a
controlling interest in Enviro Tech of Carolina, Inc. Enviro Tech is an
industrial products sales company, offering over six thousand products from over
one hundred manufacturers. The Company decided in the Third Quarter not to
pursue the acquisition, however, and negotiations have ceased.

         During the Third Quarter, the Company added strength to its management
team by bringing in Stephen Durland, CPA, as Chief Financial Officer, bringing
extensive experience in accounting and finance with micro cap public companies.
Mr. Durland has owned a CPA firm which has acted as auditor for micro cap public
companies for 11 years. The firm has had clients with operations in 16 foreign
countries as well.

COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 2002 ("QUARTER 2002") AND
SEPTEMBER 30, 2001 ("QUARTER 2001").

         Revenues were $57,400 for the Quarter 2002 and $53,700 for the Quarter
2001, representing an increase of 6.9%. Approximately 26% of the Quarter 2002
revenues were derived from ICI and approximately 74% of the revenues were
derived from IAI.

         Cost of Sales were $63 in the Quarter 2002 compared to $10,800 in the
Quarter 2001. The decrease in Cost of Sales is a result reduced sales in IAI.
Cost of Sales in Quarter 2002 were 100% from IAI.

         Selling, general, and administrative expenses were $138,200 for the
Quarter 2002 compared to $220,000 for the Quarter 2001. The decrease in selling,
general, and administrative expenses is a result of lower sales as well as
significant cost savings from a strategic refocus of organizational resources.

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 OUR INTERNET SUBSIDIARIES' 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.

                                       18
<PAGE>

         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.

         THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED GROWTH OF ON-LINE
COMMERCE AND THE INTERNET. Our future revenues and profits depend upon the
widespread acceptance and use of the Internet and on-line services as a medium
for commerce. Rapid growth in the use of the Internet and on-line services is a
recent phenomenon. This growth may not continue. A sufficiently broad base of
consumers may not accept, or continue to use, the Internet as a medium of
commerce. Demand for and market acceptance of recently introduced products and
services over the Internet involves a high level of uncertainty.

         The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
success will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary speed, data capacity and security, and the
timely development of complementary products for providing reliable Internet
access and service. Major on-line service providers and the Internet itself have
experienced outages and other delays as a result of software and hardware
failures and could face such outages and delays in the future. Outages and
delays are likely to affect the level of Internet usage and processing of
transactions on our web sites. In addition, the Internet could lose its
viability because of delays in the development of adoption of new standards to
handle increased levels of activity or because of increased government
regulation. The adoption of new standards or government regulation may require
us to incur substantial compliance costs.

         INTERRUPTIONS IN SERVICE FROM THIRD-PARTIES COULD IMPAIR THE QUALITY OF
OUR SERVICE. We will rely 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 our 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.

         OUR SUCCESS DEPENDS UPON THE DEVELOPMENT AND MAINTENANCE OF SUPERIOR
TECHNOLOGY SYSTEMS AND INFRASTRUCTURE. In order to be successful, we must
provide reliable, real-time access to our systems for our customers and
suppliers. 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.

         OUR BUSINESS IS EXPOSED TO RISKS ASSOCIATED WITH ON-LINE COMMERCE
SECURITY AND CREDIT CARD FRAUD. Consumer concerns over the security of
transactions conducted on the internet or the privacy of users may inhibit the
growth of the Internet and on-line commerce. To transmit securely confidential
information such as customer credit card numbers, we will rely upon encryption
and authentication technology. Unanticipated events or developments could result
in a compromise or breach of integrity of our consumer transaction data. Our
servers could also be vulnerable to viruses transmitted over the Internet, which
if not detected, could create a service interruption.

         WE MAY BE SUBJECT TO DELAYS 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


                                       19
<PAGE>

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. The company is 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 Bhethana, 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.

         WE PLAN TO GROWTH INTO INTERNATIONAL MARKETS. An element of the
Company's future growth strategy is to increase the distribution and sale of the
Company's products into international markets. The Company's existing and
planned international operations are subject to political and economic
uncertainties, including, among other things, inflation , risk of modification
of existing arrangements with governmental authorities, transportation, tariffs,
export controls, government regulation, currency exchange rate fluctuations,
foreign exchange restrictions that limit the repatriation of investments and
earnings therefrom, changes in taxation, hostilities or confiscation of
property. Changes related to these matters could have a material adverse effect
on the Company.

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         In June, 2000, a former shareholder of Intelligence Network
International, Inc. (INI) prior to its merger into the Company, brought a
lawsuit in Palm Beach County, Florida, against the Company and Barbara L.
Tolley, Chairman of the Company, and formerly the President of INI, claiming
that he is entitled to more shares in the Company than he received pursuant to
the merger of INI into the Company. During the Third Quarter 2002, the Plaintiff
agreed to dismiss the lawsuit in exchange for the Company's agreement not to
pursue recovery of its expenses in defending the suit.


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

         (a) Exhibits.

         2.1 Merger Agreement by and between ProCon Systems ApS and Internet
Commerce, Inc., including related Addenda, Exhibits and Schedules (filed as an
Exhibit to the Company's Periodic Report on Form 10-QSB filed May 15,2002, and
incorporated herein by this reference).

                                       20
<PAGE>

         2.2 Merger Agreement by and between All American Acquisition
Associates, Inc. and Connect.ad of South Florida, Inc., including related
Addenda, Exhibits and Schedules (filed as an Exhibit to the Company's Periodic
Report on Form 10-QSB filed May 15, 2002, and incorporated herein by this
reference).

         3.1 Certificate of Incorporation and Amendment to the Company's
Certificate of Incorporation (filed as an Exhibit to the Company's Registration
Statement on Form S-18 filed February 18, 1988, and incorporated herein by this
reference).

         3.2 Amendment to the Company's Certificate of Incorporation filed with
the Delaware Secretary of State on February 6, 1998 (filed as an Exhibit to the
Company's Definitive Proxy Statement filed December 31, 1997, and incorporated
herein by this reference).

         3.3 Bylaws (filed as an Exhibit to the Company's Registration Statement
on Form S-18 filed February 18, 1988, and incorporated herein by this
reference).

         4.1 Amended Form of Underwriters' Unit Purchase Warrant (filed as an
Exhibit to the Amendment No. 2 to the Company's Registration Statement on Form
S-18 filed April 11, 1988, and incorporated herein by this reference).

         4.2 Amended Form of Class A and Class B Common Stock Purchase Warrant
(filed as an Exhibit to Amendment No. 2 to the Company's Registration Statement
on Form S-18 filed April 11, 1988, and incorporated herein by this reference).

         4.3 Amended Form of Warrant Agreement (filed as an Exhibit to Amendment
No. 2 to the Company's Registration Statement on Form S-18 filed April 11, 1988,
and incorporated herein by this reference).

         16.1 Letter on Change in Certifying Accountants (filed as Exhibit 99.1
to the Company's Report on Form 8-K dated March 9, 1999, and filed as an Exhibit
to the Company's Annual Report on Form 10-KSB for 1998 filed on March 31, 1999,
and incorporated herein by this reference).

         21.1 Subsidiaries of the Company [amended] (filed originally as Exhibit
21.1 to the Company's Annual Report on Form 10-KSB/A for the year ended December
31, 1999, and incorporated herein by this reference, and amended herein by this
exhibit).

         99.1   Sarbanes-Oxley 906 CEO certification

         99.2   Sarbanes-Oxley 906 CFO certification


         (b)      Reports on Form 8-K.

                  The Company filed two reports on Form 8-K during the quarter
ended September 30, 2002.

                  (i)  The Company filed a report on Form 8-K on July 12, 2002

                  (ii) The Company filed a report on Form 8-K on September 13,
                       2002


                                       21
<PAGE>

                                   SIGNATURES

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


                                           Safe Technologies International, Inc.
                                           (Registrant)



Date:  November 14, 2002                 By:  /s/ Michael Posner
                                              ------------------------------
                                                (Signature)


                                       22
<PAGE>

                                 CERTIFICATIONS

         I, Stephen Durland, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Safe
Technologies International, Inc.;

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

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: November 13, 2002

/s/ Stephen Durland
------------------------
Stephen Durland
Acting Chief Executive Officer (or equivalent thereof)



         I, Stephen H. Durland, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB Safe
Technologies International, Inc;

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

and

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: November 13, 2002

/s/ Stephen Durland
-------------------------
Stephen H. Durland
Chief Financial Officer (or equivalent thereof)


                                       23