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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2005
                                                 -------------

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

            For the transition period from ___________ to ___________

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

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

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

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

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


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 934,331,602 shares of common stock as
of August 10, 2005

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

<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements:                                          PAGE
                                                                            ----
         Consolidated Balance Sheets                                         F-2

         Consolidated Statements of Operations                               F-3

         Consolidated Statements of Changes in Stockholders' Equity          F-5

         Consolidated Statements of Cash Flows                               F-6

Notes to Consolidated Financial Statements                                   F-7

                                      F-1
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2005 AND DECEMBER 31, 2004
<TABLE>
<CAPTION>
                                                                             2005             2004
                                                                         -----------      -----------
                                                                          UNAUDITED          AUDITED
<S>                                                                      <C>              <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                  $    16,786      $    15,158
   Accounts receivable, net of allowance for doubtful accounts of
        $19,261 and $17,159 respectively                                       2,434            1,438
                                                                         -----------      -----------

            Total current assets                                              19,220           16,596
                                                                         -----------      -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                         22,677           22,677

        Less: Accumulated depreciation                                       (18,742)         (17,242)
                                                                         -----------      -----------

            Total property and equipment                                       3,935            5,435
                                                                         -----------      -----------

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

            Total other assets                                                54,834           54,834
                                                                         -----------      -----------

Total Assets                                                             $    77,989      $    76,865
                                                                         ===========      ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                     $    20,961      $    22,239
    Accrued expenses                                                         145,127          112,255
    Notes and loans payable                                                  905,739          838,739
    Deferred revenue                                                           2,195            3,021
                                                                         -----------      -----------

            Total current liabilities                                      1,074,022          976,254
                                                                         -----------      -----------

Total Liabilities                                                          1,074,022          976,254
                                                                         -----------      -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
    934,331,602 and 927,381,602 shares issued and outstanding at               9,345            9,274
    June 30, 2005 and December 31, 2004, respectively
    Additional paid-in capital                                             7,453,686        7,443,330
    Subscriptions received                                                    12,000           12,000
    Retained earnings (deficit)                                           (8,471,064)      (8,363,993)
                                                                         -----------      -----------

            Total stockholders' equity (deficit)                            (996,033)        (899,389)
                                                                         -----------      -----------

Total Liabilities and Stockholders' Equity (Deficit)                     $    77,989      $    76,865
                                                                         ===========      ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-2
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THE SIX MONTHS ENDED JUNE 30, 2005AND 2004
<TABLE>
<CAPTION>
                                                              2005               2004
                                                         -------------      -------------
<S>                                                      <C>                <C>
REVENUES

    Sales, net of customer returns                       $      17,735      $      29,120
                                                         -------------      -------------

          Net sales                                             17,735             29,120
                                                         -------------      -------------

COST OF OPERATIONS

    Cost of operations                                           7,790              7,200
                                                         -------------      -------------

          Total cost of operations                               7,790              7,200
                                                         -------------      -------------

Gross Profit                                                     9,945             21,920
                                                         -------------      -------------

OPERATING EXPENSES

    General and administrative expenses                         65,144            244,204
                                                         -------------      -------------

          Total operating expenses                              65,144            244,204
                                                         -------------      -------------

Operating income (loss)                                        (55,199)          (222,284)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (51,872)           (41,895)
    Loss on Asset Retirement                                   (10,972)
                                                         -------------      -------------

          Total other income (expense)                         (51,872)           (52,867)
                                                         -------------      -------------

Loss before provision for income taxes                        (107,071)          (275,151)
Income taxes                                                       -0-                -0-
                                                         -------------      -------------

Net income (loss)                                        $    (107,071)     $    (275,151)
                                                         =============      =============

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

Weighted average number of common shares outstanding       928,126,245        910,304,816
                                                         =============      =============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-3
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
<TABLE>
<CAPTION>
                                                              2005               2004
                                                         -------------      -------------
<S>                                                      <C>                <C>
REVENUES

    Sales, net of customer returns                       $       8,235      $      11,486
                                                         -------------      -------------

          Net sales                                              8,235             11,486
                                                         -------------      -------------

COST OF OPERATIONS

    Cost of operations                                           3,300              2,305
                                                         -------------      -------------

          Total cost of operations                               3,300              2,305
                                                         -------------      -------------

Gross Profit                                                     4,935              9,181
                                                         -------------      -------------

OPERATING EXPENSES

    General and administrative expenses                         15,032             62,593

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

          Total operating expenses                              15,032             62,593
                                                         -------------      -------------

Operating income (loss)                                        (10,097)           (53,412)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (26,335)           (22,774)
                                                         -------------      -------------

          Total other income (expense)                         (26,335)           (22,774)
                                                         -------------      -------------

Loss before provision for income taxes                         (36,432)           (76,186)
Income taxes                                                       -0-                -0-
                                                         -------------      -------------

Net income (loss)                                        $     (36,432)     $     (76,186)
                                                         =============      =============

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

Weighted average number of common shares outstanding       929,466,602        919,556,602
                                                         =============      =============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-4
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                    NUMBER                       ADDITIONAL
                                      OF           COMMON          PAID-IN          SUBS.        ACCUMULATED
                                    SHARES          STOCK          CAPITAL        RECEIVED         DEFICIT
                                 -----------     -----------     -----------     -----------     -----------
<S>                              <C>             <C>               <C>           <C>              <C>
BALANCE, December 31, 2003       888,506,602     $     8,885       7,255,618     $    12,000      (7,971,756)

Restricted shares issued for               0               0
compensation                      20,000,000             200          69,800               0               0
Stock based compensation          18,875,000             189         117,912               0               0
Net loss                                  --              --              --              --        (392,237)
                                 -----------     -----------     -----------     -----------     -----------

BALANCE, December 31, 2004       927,381,602           9,274       7,443,330          12,000      (8,363,993)


Stock base compensation            6,950,000              69          10,356              --              --
Net loss                                  --              --              --              --        (107,071)
                                 -----------     -----------     -----------     -----------     -----------

BALANCE, June 30, 2005           934,331,602           9,343       7,453,686          12,000      (8,471,064)
                                 ===========     ===========     ===========     ===========     ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-5
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2005 AND 2004
<TABLE>
<CAPTION>
                                                                             2005           2004
                                                                          ---------      ---------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                         $(107,071)     $(275,151)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                             1,500          1,498
    Bad debt expense                                                          1,608          2,000

    Loss on asset retirement                                                      0         10,972
    Writeoff  of note payable                                                     0              0
    Stock based compensation                                                 10,425        125,000
    Expenses paid by common stock                                                 0         31,400
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                               (1,775)          (261)
    (Increase) decrease in other assets                                           0            (52)
    Increase (decrease) in accounts payable and accrued expenses             30,767         55,730
    Increase (decrease) in deferred revenue                                    (826)           998
                                                                          ---------      ---------

Net cash provided (used) by operating activities                            (65,372)       (47,866)
                                                                          ---------      ---------

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases in shareholders loans                                          67,000         43,944
                                                                          ---------      ---------

Net cash provided (used) by financing activities                             67,000         43,944
                                                                          ---------      ---------

Net increase (decrease) in cash                                               1,628         (3,922)

CASH and equivalents, beginning of period                                    15,158          8,713
                                                                          ---------      ---------

CASH and equivalents, end of period                                       $  16,786      $   4,791
                                                                          =========      =========

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

    The accompanying notes are an integral part of the financial statements.

                                      F-6
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

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

         a) PRINCIPLES OF CONSOLIDATION

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

         b) USE OF ESTIMATES

            The financial statements have been prepared in conformity with
            accounting principles generally accepted in the United States. In
            preparing the financial statements, management is required to make
            estimates and assumptions that effect the reported amounts of assets
            and liabilities and disclosure of contingent assets and liabilities
            as of the dates of the balance sheets and statements of operations
            for the years then ended. Actual results may differ from these
            estimates. Estimates are used when accounting for allowance for bad
            debts, collectibility of accounts receivable, amounts due to service
            providers, depreciation, litigation contingencies, among others.

         c) REVENUE RECOGNITION

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

         d) NET LOSS PER SHARE, BASIC

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

         e) CASH EQUIVALENTS

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

         f) CONCENTRATION RISKS

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

         g) FIXED ASSETS

            Fixed assets are recorded at cost. Depreciation is computed on the
            straight-line method, based on the estimated useful lives of the
            assets of generally five or ten years. Expenditures for maintenance
            and repairs are charged to operations as incurred. Depreciation
            expense was $2,996 for the year ended December 31, 2004 and $1,500
            for the six months ended June 30, 2005, and 2004 respectively.

         h) INTANGIBLE ASSETS

            The Company continually evaluates the carrying value of goodwill and
            other intangible assets to determine whether there are any
            impairment losses. If indicators of impairment are present in
            intangible assets used in operations and future cash flows are not
            expected to be sufficient to recover the assets' carrying amount, an
            impairment loss would be charged to expense in the period
            identified.

                                      F-7
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         i) ADVERTISING

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

         j) DEFERRED REVENUE

            Deferred income arises in the normal course of business from the
            development of new web site contracts.

         k) INTERIM STATEMENTS

            The financial statements for the six and three months ending June
            30, 2005 and 2004 are unaudited and include all the adjustments
            which in the opinion of management are necessary for a fair
            presentation, and such adjustments are of a normal and recurring
            nature. The results of operations for the six and three months are
            not indicative of a full years results.

(2) INCOME TAXES

            Deferred income taxes (benefits) are provided for certain income and
            expenses which are recognized in different periods for tax and
            financial reporting purposes. The Company had net operating loss
            carry- forwards for income tax purposes of approximately $8,471,000
            with the latest expiring $ 578,000 $445,000, $589,200, $3,016,100
            and $920,000 at December 31, 2018, 2017, 2016, 2015 and 2014,
            respectively. The amount recorded as deferred tax asset as of June
            30, 2005 is approximately $2,880,000, which represents the amount of
            tax benefit of the loss carry-forward. The Company has established a
            100% valuation allowance against this deferred tax asset, as the
            Company has no history of profitable operations.

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

                                                   JUNE 30, 2005   JUNE 30, 2004
                                                   ------------   ------------
                 Statutory federal income tax rate        34%            34%
                 Valuation allowance                     (34)           (34)
                 Effective tax rate                       --             --

(3)      STOCKHOLDERS' EQUITY

            The Company has authorized 999,999,000 shares of $.00001 par value
            common stock, with 927,381,602 shares issued and outstanding. Rights
            and privileges of the preferred stock are to be determined by the
            Board of Directors prior to issuance.

            In 2004, the company issued 20,000,000 shares of restricted stock ,
            valued at $ 70,000 for officers compensation and 18,875,000 of stock
            for services valued at 118,101.

            In May 2005, the company issued 6,950,000 shares of common stock
            valued at $10,450 for officers compensation that had been accrued .

(4) COMMITMENTS AND CONTINGENCIES

            The Company rents office space in Palm Beach, Florida under a lease
            that commenced December 2003 and expires November 2005. The total
            rent for 2004 was $16,850 and $ 8,081 for the six months ended June
            30, 2005. Future lease expenses are approximately $5,900 in 2005.

                                      F-8
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) SHORT-TERM DEBT

            At June 30, 2005 and December 31, 2004, short-term debt consisted of
            the following:

                                                      JUNE  30,     DECEMBER 31,
                                                        2005            2004
                                                      ---------     -----------
            12% Notes and loans payable to a
            shareholder, and related affiliates,
            unsecured, due on demand. Upon any
            default, the note becomes due
            immediately at an interest
            rate of 18% per annum.                      905,739       838,739
                                                       --------      --------
            Total short-term debt                      $905,739      $838,739
                                                       ========      ========

(6) GOING CONCERN

            The accompanying financial statements have been prepared assuming
            that the Company will continue as a going concern. The Company's
            financial position and operating results raise substantial doubt
            about the Company's ability to continue as a going concern, as
            reflected by the net loss of $ 107,071 for the six months ended June
            30, 2005 $392,237 for the year ended December 31, 2004 and the total
            cumulative loss of approximately $8,470,000. The ability of the
            Company to continue as a going concern is dependent upon developing
            sales and obtaining additional capital and financing. The financial
            statements do not include any adjustments that might be necessary if
            the Company is unable to continue as a going concern. The Company is
            currently pursuing acquisitions of viable business's in conjunction
            with seeking additional capital to fund its planned operations.

(7) ACQUISITIONS RESCINDED

            In January 2004, the Company consummated an agreement for 60% equity
            positions in Time Bytes Limited (a U.K. company) and affiliates Time
            Bytes International Inc. (a Delaware company ) and Sports Profile
            Ltd. (a U.K. company) The acquisition was executed pursuant to a
            stock purchase agreement dated December 30, 2003 between the Company
            and the major shareholder of Time Bytes Limited. This acquisition
            was subsequently rescinded. The company has issued 5,700,000 shares
            of common stock, valued at $ 39,900 for related services.

(8) RECENT ACCOUNTING PRONOUNCEMENTS

            In November 2004, the FASB issued Statement of Financial Accounting
            Standards (SFAS) No. 151, Inventory Costs, which clarifies the
            accounting for abnormal amounts of idle facility expense, freight,
            handling costs, and wasted material.

            In December 2004, the FASB issued SFAS No. 153, Exchanges of
            Nonmonetary Assets, which eliminates the exception for nonmonetary
            exchanges of similar productive assets and replaces it with a
            general exception for exchanges of nonmonetary assets that do not
            have commercial substance. We do not believe the adoption of SFAS
            No. 151 and 153 will have a material impact on our financial
            statements.

            In December 2004, the FASB issued SFAS No. 123(R), Share-Based
            Payment, which establishes standards for transactions in which an
            entity exchanges its equity instruments for goods or services. This
            standard requires a public entity to measure the cost of employee
            services received in exchange for an award of equity instruments
            based on the grant-date fair value of the award. This eliminates the
            exception to account for such awards using the intrinsic method
            previously allowable under APB Opinion No. 25. SFAS No. 123(R) will
            be effective for interim or annual reporting periods beginning on or
            after June 15, 2005. We previously adopted the fair value
            recognition provisions of SFAS No. 123, Accounting for Stock-Based
            Compensation, on July 1, 2003 and have accounted for all awards
            granted to employees in recent years using the fair value
            recognition method.. Accordingly we believe SFAS No. 123(R) will not
            have a material impact on financial statements.

                                       F-9
<PAGE>

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

During the second quarter, we attempted to complete our due diligence on our
proposed acquisition of oil and gas rights, but without success. As a result,
that acquisition has been put on hold.

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

COMPARISON OF THE PERIODS ENDED JUNE 30, 2005 AND JUNE 30, 2004

Revenues were $17,735 and $29,120, respectively, for the six months ended June
30, 2005 and 2004. The decrease in revenues is primarily a result of increased
competition for the services offered by IAI, our sole active subsidiary.

Cost of Sales were $7,790 and $7,200, respectively, for the six months ended
June 30, 2005 and 2004. This reflects a generally consistent level of operating
costs for IAI.

General and administrative expenses were $65,144 and $244,204, respectively, for
the six months ended June 30, 2005 and 2004. The decrease reflects reductions in
management compensation and a reduction in travel and entertainment expenses
from the level incurred during the first half of 2004, when we undertook a
particularly aggressive effort to locate acquisition candidates.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2005, we had a $1,054,802 working capital deficit, compared to a
$877,205 working capital deficit as of June 30, 2004. The increase of $177,597
is primarily due to our operating at a loss while we search for acquisition
candidates. We will continue to have limited revenues while we look for one or
more suitable business combinations. We are essentially dependant, at this time,
on our primary shareholders to fund operating shortfalls. There can be no
assurance that our cash flow will increase in the near future, or that revenues
generated from our existing subsidiary operations will be sufficient to allow us
to pursue new profitable ventures.

Risk Factors.

OUR OPERATING SUBSIDIARY, IAI, IS ENGAGED IN PROVIDING SUPPORT TO THOSE INVOLVED
IN COMMERCE ON THE INTERNET PLATFORM. The viability of IAI's customers is
dependent upon their success in e-commerce. Customers unable to compete in
e-commerce may fail, and as a result, we would lose a customer.

                                       2
<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. We expect to incur significant
operating expenses as we search for suitable businesses in which to become
involved. 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 may need to raise
additional funds through the issuance of equity, equity-related or debt
securities.

OUR BUSINESS STRATEGY OF GROWTH THROUGH BUSINESS COMBINATIONS LEADS TO UNKNOWN
AND UNQUANTIFIABLE RISKS. We are attempting to expand our operations and market
presence by entering into business combinations, investments, joint ventures or
other strategic alliances with third parties. Any such transaction would be
accompanied by risks commonly encountered in such transactions, which could
include, among others, the difficulty of assimilating the operations, technology
and personnel of the combined companies, the potential for disruption of ongoing
business, the inability to retain key technical and managerial personnel, the
inability of management to maximize our financial and strategic position through
the successful integration of acquired businesses, additional expenses
associated with amortization of acquired intangible assets, the maintenance of
uniform standards, control and policies and the impairment of relationships with
existing employees and customers. There can be no assurance that we will be
successful in overcoming these risks or any other problems encountered in
connection with such business combinations, investments, joint ventures or other
strategic alliances.

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

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

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


                                       3
<PAGE>

stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:

     o   control of the market for the security by one or a few broker-dealers
         that are often related to the promoter or issuer;

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

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

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

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

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

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

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

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

WE MAY BE SUBJECT TO DELAYS BECAUSE OF INTENTIONAL, CRIMINAL THIRD PARTY
INTERVENTION. Though we have taken several precautions to prevent any
disruptions from terrorist attacks and hackers, we cannot guarantee that our
operations are completely invulnerable. A disruption can occur from numerous
sources, including damage to the company property, damage to one of our vendors,
suppliers or customers, or damages to third parties such that it restricts the
flow of commerce. Disruptions could materially adversely affect our revenues.

ITEM 3.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed
toensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated


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and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control, objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

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

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

                          PART II -- OTHER INFORMATION

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

         (a) Exhibits.

            31.1  Certification of principal executive officer

            31.2  Certification of principal financial officer

            32    Section 1350 Certification

         (b) Reports on Form 8-K.

             On May 20, 2005, the Company filed a Report on Form 8-K reporting
             an agreement in principle for the company to acquire an interest in
             certain oil and gas mineral rights in the state of Wyoming.

             On July 13, 2005, the Company filed a Report on Form 8-K reporting
             that, because of certain concerns which have not been addressed to
             the satisfaction of the Company, its acquisition of oil and gas
             mineral rights in the state of Wyoming has been postponed.

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                                   SIGNATURES

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


                                        Safe Technologies International, Inc.
                                        (Registrant)



Date: August 12, 2005                      By: /s/ Randi Swatt
      ---------------                          ---------------
                                           Randi Swatt, Chief Executive Officer

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