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 March 31, 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: 927,381,602 shares of common stock as
of April 30, 2005

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


<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Financial Statements:

         Consolidated Balance Sheets                                      2

         Consolidated Statements of Operations                            3

         Consolidated Statements of Changes in Stockholders' Equity       4

         Consolidated Statements of Cash Flows                            5

Notes to Consolidated Financial Statements                                6

















<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2005 AND DECEMBER 31, 2004


PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                        March 31,      December 31,
                                                                          2005            2004
                                                                      -----------      -----------
                                                                       Unaudited         Audited
<S>                                                                   <C>              <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                               $    12,006      $    15,158
   Accounts receivable, net of allowance for doubtful accounts of
        $17,159 and $ 17,159 respectively                                   3,213            1,438
                                                                      -----------      -----------
            Total current assets                                           15,219           16,596
                                                                      -----------      -----------
PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                      22,677           22,677

        Less: Accumulated depreciation                                    (17,992)         (17,242)
                                                                      -----------      -----------
            Total property and equipment                                    4,685            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                                                          $    74,738      $    76,865
                                                                      ===========      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable and accrued expenses                             $   178,527      $   134,494
    Notes and loans payable                                               863,739          838,739
    Deferred revenue                                                        2,500            3,021
                                                                      -----------      -----------
            Total current liabilities                                   1,044,766          976,254
                                                                      -----------      -----------
Total Liabilities                                                       1,044,766          976,254
                                                                      -----------      -----------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
    927,381,602 shares issued and outstanding at March 31, 2005             9,274            9,274
    And December 31, 2004
    Additional paid-in capital                                          7,443,330        7,443,330
    Subscriptions received                                                 12,000           12,000
    Retained earnings (deficit)                                        (8,434,632)      (8,363,993)
                                                                      -----------      -----------
            Total stockholders' equity (deficit)                         (970,028)        (899,389)
                                                                      -----------      -----------
Total Liabilities and Stockholders' Equity (Deficit)                  $    74,738      $    76,865
                                                                      ===========      ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                        2

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                              2005               2004
                                                         -------------      -------------
<S>                                                      <C>                <C>
REVENUES

    Sales, net of customer returns                       $       9,500      $      17,634
                                                         -------------      -------------
          Net sales                                              9,500             17,634
                                                         -------------      -------------
COST OF OPERATIONS

    Cost of operations                                           4,490              4,895
                                                         -------------      -------------
          Total cost of operations                               4,490              4,895
                                                         -------------      -------------
Gross Profit                                                     5,010             12,739
                                                         -------------      -------------
OPERATING EXPENSES

    General and administrative expenses                         50,112            181,611
                                                         -------------      -------------
          Total operating expenses                              50,112            181,611
                                                         -------------      -------------
Operating income (loss)                                        (45,102)          (168,872)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (25,537)           (19,121)
    Loss on Asset Retirement                                       -0-            (10,972)
                                                         -------------      -------------
          Total other income (expense)                         (25,537)           (30,093)
                                                         -------------      -------------

Loss before provision for income taxes                         (70,639)          (198,965)
Income taxes                                                       -0-                -0-
                                                         -------------      -------------
Net income (loss)                                        $     (70,639)     $    (198,965)
                                                         =============      =============
Net income (loss) per common share, basic                $        0.00      $        0.00
                                                         =============      =============
Weighted average number of common shares outstanding       927,381,602        905,086,602
                                                         =============      =============
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                        3

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                                                    TOTAL
                                            NUMBER                     ADDITIONAL                                STOCKHOLDERS'
                                              OF            COMMON      PAID-IN         SUBS.    ACCUMULATED       EQUITY
                                            SHARES          STOCK       CAPITAL       RECEIVED     DEFICIT        (DEFICIT)
                                          -----------   -----------   -----------   -----------   -----------    -----------
<S>                                       <C>           <C>             <C>         <C>            <C>           <C>
BALANCE, December 31, 2003                888,506,602   $     8,885     7,255,618   $    12,000    (7,971,756)   $  (695,253)

Restricted shares issued for                       --            --            --             0             0              0
compensation                               20,000,000           200        69,800             0             0         70,000
Stock based compensation                   18,875,000           189       117,912             0             0        118,101
Net loss Year Ending Dec 31 2004                   --            --            --            --      (392,237)      (392,237)
                                          -----------   -----------   -----------   -----------   -----------    -----------
BALANCE, December 31, 2004                927,381,602         9,274     7,443,330        12,000    (8,363,993)      (899,389)

Net loss 3 months ending March 31, 2005            --            --            --            --       (70,639)       (70,639)
                                          -----------   -----------   -----------   -----------   -----------    -----------
BALANCE, March 31, 2005                   927,381,602         9,274     7,443,330        12,000    (8,434,632)      (970,028)
                                          ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

































     The accompanying notes are an integral part of the financial statements

                                        4

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                                    2005         2004
                                                                                 ---------    ---------
<S>                                                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                $ (70,639)   $(198,965)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                                      750          749
    Bad debt expense                                                                   600            0

    Loss on asset retirement                                                           -0-       10,972
    Stock based compensation                                                           -0-       70,000
    Expenses paid by common stock                                                      -0-       31,400
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                                      (2,375)      (2,316)
    (Increase) decrease in other assets                                                -0-          (52)
    Increase (decrease) in accounts payable and accrued expenses                    44,033       65,774
    Increase (decrease) in deferred revenue                                           (521)         998
                                                                                 ---------    ---------
Net cash provided (used) by operating activities                                   (28,152)     (21,440)
                                                                                 ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                                       -0-          -0-
                                                                                 ---------    ---------
Net cash provided (used) by investing activities                                        0            0
                                                                                 ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases of  Shareholders Loans                                                25,000       31,944
                                                                                 ---------    ---------
Net cash provided (used) by financing activities                                    25,000       31,944
                                                                                 ---------    ---------
Net increase (decrease) in cash                                                     (3,152)      10,504

CASH and equivalents, beginning of period                                           15,158        8,713
                                                                                 ---------    ---------
CASH and equivalents, end of period                                              $  12,006    $  19,217
                                                                                 =========    =========

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

                                        5

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      THECOMPANY 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 $750 for the three months ended March 31, 2005 and 2004.

         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.

                                        6

<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 timing of services performed and customer
         collections.

            K) INTERIM STATEMENTS The financial statements for the three months
         ending March 31, 2005 and 2004 are unaudited and include all
         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 three months are not
         indicative of a full year results.

(2) INCOME TAXES
         Deferred income taxes (benefits) are provided for certain income and
         expenses which are recognized in different periods for tax and
         financial reporting purposes. The Company had net operating loss carry-
         forwards for income tax purposes of approximately $8,434,000 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 March 31, 2005 is
         approximately $2,800,000, which represents the amount of tax benefit of
         the loss carry-forward. The Company has established a 100% valuation
         allowance against this deferred tax asset, as the Company has no
         history of profitable operations.

         The principle temporary differences that will result in deferred tax
         assets and liabilities are certain expenses and losses accrued for
         financial reporting purposes not deductible for tax purposes until
         paid. The differences between Federal income tax rate and the effective
         income tax rate are:


                                           March  31, 2005     December 31, 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.


(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 $4,125 for the three months ended March 31,
         2005 Future lease expenses are approximately $10,000 in 2005.

                                        7

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) SHORT-TERM DEBT At March 31, 2005 and December 31, 2004, short-term debt
    consisted of the following:


                                                        March 31,   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.  863,739     838,739
                                                         --------    --------

Total short-term debt                                    $863,739    $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 $ 70, 639 for the three months ended March 31, 2005, $
         392,237 for the year ended December 31, 2004 and a total cumulative
         loss of approximately $ 8,400,000 . 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. SFAS No. 151 will be effective for inventory costs
      incurred during fiscal years beginning after

      June 15, 2005. We do not believe the adoption of SFAS No. 151 will have a
      material impact on our financial statements.

      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.
      SFAS No. 153 will be effective for nonmonetary asset exchanges occurring
      in fiscal periods beginning after June 15, 2005. We do not believe the
      adoption of SFAS No. 153 will have a material impact on our financial
      statements.


                                        8

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) RECENT ACCOUNTING PRONOUNCEMENTS (continued)

               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 effectivefor 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.



























                                        9

<PAGE>

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

During the first quarter, we continued our efforts to locate suitable
acquisition candidates. While we have reviewed a few candidates, none has yet
been recommended by management to our Board of Directors.

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 MARCH 31, 2005 AND MARCH 31, 2004

Revenues were $9,500 and $17,634, respectively, for the quarters ended March 31,
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 $4,490 and $4,895, respectively, for the quarters ended March
31, 2005 and 2004. This reflects a consistent level of operating costs for IAI.

Selling, general, and administrative expenses were $50,112 and $181,611,
respectively, for the quarters ended March 31, 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 quarter of 2004,
when we undertook a particularly aggressive effort to locate acquisition
candidates.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005, we had a $1,029,547 working capital deficit, compared to a
$856,770 working capital deficit as of March 31, 2004. The increase of $172,777
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.

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.

                                       10

<PAGE>

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
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.

                                       11

<PAGE>

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
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.

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<PAGE>

                          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.

               We filed no Reports on Form 8-K during the period covered by this
               Report.



























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<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: May 20, 2005                      By: /s/ Randi Swatt
    --------------                          ------------------
                                            Randi Swatt, Chief Executive Officer






























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