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, 2004
                                                      ---------------------

[ ] 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 Identification No.)
 incorporation or organization)

            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:
928,556,602 shares of common stock as of June 30, 2004
------------------------------------------------------

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

                                       1
<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Consolidated Financial Statements:
         Consolidated Balance Sheets                                        3
         Consolidated Statements of Operations                            4-5
         Consolidated Statements of Changes in Stockholders' Equity         6
         Consolidated Statements of Cash Flows                              7

Notes to Consolidated Financial Statements                                  8

                                       2
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            June 30,      December 31,
                                                                             2004            2003
                                                                         -----------      ------------
                                                                                           (Audited)
                                   ASSETS
<S>                                                                      <C>              <C>
CURRENT ASSETS
   Cash                                                                  $     4,791      $     8,713
   Accounts receivable, net of allowance for doubtful accounts of
     $22,000 and $20,000 respectively                                          1,931            4,192
                                                                         -----------      -----------

            Total current assets                                               6,722           12,905
                                                                         -----------      -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                         22,675           33,649

        Less: Accumulated depreciation                                       (15,745)         (14,246)
                                                                         -----------      -----------

            Total property and equipment                                       6,930           19,403
                                                                         -----------      -----------

OTHER ASSETS
    Deposits                                                                   2,889            2,889
    Other assets, net                                                         53,383           53,331
                                                                         -----------      -----------

            Total other assets                                                56,272           56,220
                                                                         -----------      -----------

Total Assets                                                             $    69,924      $    88,528
                                                                         ===========      ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                     $    84,198      $    71,099
    Accrued expenses                                                          49,979           88,218
    Notes and loans payable                                                  745,682          621,394
    Deferred revenue                                                           4,068            3,070
                                                                         -----------      -----------

            Total current liabilities                                        883,927          783,781
                                                                         -----------      -----------

Total Liabilities                                                            883,927          783,781
                                                                         -----------      -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
      928,556,602 and 888,506,602 shares issued and outstanding at
      June 30, 2004 and December 31, 2003 respectively                         9,286            8,885
    Additional paid-in capital                                             7,452,568        7,255,618
    Stock Issued for Cancelled Acquisition                                   (40,950)           - 0 -
    Subscriptions received                                                    12,000           12,000
    Retained earnings (deficit)                                           (8,246,907)      (7,971,756)
                                                                         -----------      -----------

            Total stockholders' equity (deficit)                            (814,003)        (695,253)
                                                                         -----------      -----------

Total Liabilities and Stockholders' Equity (Deficit)                     $    69,924      $    88,528
                                                                         ===========      ===========

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>

                                                              2004              2003
                                                         -------------      -------------
REVENUES

<S>                                                      <C>                <C>
    Sales, net of customer returns                       $      29,120      $      52,370
                                                         -------------      -------------

          Net sales                                             29,120             52,370
                                                         -------------      -------------

COST OF OPERATIONS

    Cost of operations                                           7,200              8,167
                                                         -------------      -------------

          Total cost of operations                               7,200              8,167
                                                         -------------      -------------

Gross Profit                                                    21,920             44,203
                                                         -------------      -------------

OPERATING EXPENSES
    Sales and marketing expense                                  1,600              5,898
    General and administrative expenses                        241,106            116,529
    Amortization and depreciation                                1,498             27,743
                                                         -------------      -------------

          Total operating expenses                             244,204            150,170
                                                         -------------      -------------

Operating income (loss)                                       (222,284)          (105,967)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (41,895)           (21,515)
    Loss on fixed asset retirement                             (10,972)             - 0 -
                                                         -------------      -------------

          Total other income (expense)                         (52,867)           (21,515)
                                                         -------------      -------------

Loss before provision for income taxes                        (275,151)          (127,482)
Income taxes                                                       -0-                -0-
                                                         -------------      -------------

Net income (loss)                                        $    (275,151)     $    (127,482)
                                                         =============      =============

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

Weighted average number of common shares outstanding       910,304,816        874,826,599
                                                         =============      =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                              2004              2003
                                                         -------------      -------------
<S>                                                      <C>                <C>
REVENUES

    Sales, net of customer returns                       $      11,486      $      22,414
                                                         -------------      -------------

          Net sales                                             11,486             22,414
                                                         -------------      -------------

COST OF OPERATIONS

    Cost of operations                                           2,305              7,987
                                                         -------------      -------------

          Total cost of operations                               2,305              7,987
                                                         -------------      -------------

Gross Profit                                                     9,181             14,427
                                                         -------------      -------------

OPERATING EXPENSES
    Sales and marketing expense                                    675              3,748
    General and administrative expenses                         61,169             51,442
    Amortization and depreciation                                  749             13,872
                                                         -------------      -------------

          Total operating expenses                              62,593             69,062
                                                         -------------      -------------

Operating income (loss)                                        (53,412)           (54,635)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)
    Interest expense                                           (22,774)           (11,088)
    Loss on fixed asset retirement                               - 0 -              - 0 -
                                                         -------------      -------------

          Total other income (expense)                         (22,774)           (11,088)
                                                         -------------      -------------

Loss before provision for income taxes                         (76,186)           (65,723)
Income taxes                                                       -0-                -0-
                                                         -------------      -------------

Net income (loss)                                        $     (76,186)     $     (65,723)
                                                         =============      =============

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

Weighted average number of common shares outstanding       919,556,602        874,826,599
                                                         =============      =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                         TOTAL
                                NUMBER                   ADDITIONAL                                                   STOCKHOLDERS'
                                  OF         COMMON       PAID-IN          SUBS.         CANCELLED      ACCUMULATE       EQUITY
                                SHARES       STOCK        CAPITAL         RECEIVED      ACQUISITION      DEFICIT        (DEFICIT)
                             -----------  ------------  ------------    ------------    ------------   ------------   ------------

<S>                          <C>          <C>           <C>             <C>             <C>            <C>            <C>
BALANCE, December 31, 2001   829,326,599         8,293  $  6,930,865    $          0    $          0   $ (6,948,060)  $     (8,902)

Shares sold for cash           5,000,000            50        49,950               0              --              0         50,000

Subscription received                  0             0             0          12,000              --              0         12,000
Shares for services
  and expenses                37,500,000           375       169,565               0              --              0        169,940
Net loss year ended
  Dec 31, 2002                         0             0             0               0              --       (444,960)      (444,960)
                             -----------  ------------  ------------    ------------    ------------   ------------   ------------

BALANCE, December 31, 2002   871,826,599         8,718     7,150,380          12,000              --     (7,393,020)      (221,922)

Prior Year
  Share Adjustment               680,003             7            (7)              0              --              0              0
Shares for services
  and expenses                 6,000,000            60        45,945               0              --              0         46,005
Stock Based Compensation      10,000,000           100        59,300               0              --              0         59,400
Net loss year ended
  Dec 31, 2003                                                                                             (578,736)      (578,736)
                             -----------  ------------  ------------    ------------    ------------   ------------   ------------

BALANCE, December 31, 2003   888,506,602         8,885     7,255,618          12,000               0     (7,971,756)      (695,253)

Shares for services
  and expenses                 4,200,000            42        31,358               0              --              0         31,400
Stock Based Compensation      30,000,000           300       124,700               0              --              0        125,000
Stock issued for
  Terminated Acquisition       5,850,000            58        40,892              --         (40,950)            --            -0-
Net loss six months ended
  June 30, 2004                       --            --            --              --              --       (275,151)      (275,151)
                             -----------  ------------  ------------    ------------    ------------   ------------   ------------

BALANCE, June 30, 2004       928,556,602         9,285     7,452,568          12,000         (40,950)    (8,246,907)      (814,004)
                             ===========  ============  ============    ============    ============   ============   ============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                            2004           2003
                                                                          ---------      ---------
<S>                                                                       <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                         $(275,151)     $(127,482)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation and amortization                                             1,498         78,342
    Bad debt expense                                                          2,000              0
    Impairment of Goodwill and Intangible Assets                              - 0 -              0
    Loss on Fixed Asset Retirement                                           10,972              0
    Stock based compensation                                                125,000              0
    Expenses paid by common stock                                            31,400          7,500
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                                 (261)         1,357
    (Increase) decrease in other assets                                         (52)         - 0 -
    (Increase) decrease in deposits                                               0          4,249
    Increase (decrease) in accounts payable                                  13,099        (27,709)
    Increase (decrease) in accrued expenses                                  42,631        (70,528)
    Increase (decrease) in deferred revenue                                     998          - 0 -
                                                                          ---------      ---------

Net cash provided (used) by operating activities                            (47,866)      (134,271)
                                                                          ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

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

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases of Shareholders Loans                                          43,944        143,489
                                                                          ---------      ---------

Net cash provided (used) by financing activities                             43,944        143,489
                                                                          ---------      ---------

Net increase (decrease) in cash                                              (3,922)         9,218

CASH and equivalents, beginning of period                                     8,713          1,940
                                                                          ---------      ---------

CASH and equivalents, end of period                                       $   4,791      $  11,158
                                                                          =========      =========

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

     The accompanying notes are an integral part of the financial statements

                                       7
<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 inter-company
            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.
            Results of operations for the six and three months ended June 30,
            2004 and 2003 may not be representative of a full years activity.

         c) REVENUE RECOGNITION

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

         d) NET LOSS PER SHARE, BASIC

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

         e) CASH EQUIVALENTS

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

         f) CONCENTRATION RISKS

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

         g) FIXED ASSETS

            Fixed assets are recorded at cost. Depreciation is computed on the
            straight-line method, based on the estimated useful lives of the
            assets of generally five or ten years. Expenditures for maintenance
            and repairs are charged to operations as incurred. Depreciation
            expense was $1,498 and $21,094 for the six months ended June 30,
            2004 and 2003, respectively

                                       8
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         h) INTANGIBLE ASSETS

            The Company continually evaluates the carrying value of goodwill and
            other intangible assets to determine whether there are any
            impairment losses. If indicators of impairment are present in
            intangible assets used in operations and future cash flows are not
            expected to be sufficient to recover the assets' carrying amount, an
            impairment loss would be charged to expense in the period
            identified. Management had determined that the goodwill, copyrights
            and trademarks reflected on the Company's balance sheet at December
            31, 2003 have been impaired in value due to lack of viable cash
            flows that can be generated in the foreseeable future, which will
            generate sufficient cash flows to recover their carrying amounts. A
            provision was made to reflect the imparement.

         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 billing
            and collection of annual contracts.

         k) RECLASSIFICATIONS

            Historical financial information has in some cases been reclassified
            to conform to current financial presentation

         l) INTERIM FINANCIAL INFORMATION

            The financial statements for the six and three months ended June 30,
            2004 and 2003 are unaudited and include all adjustments which in the
            opinion of management are necessary for fair presentation, and such
            adjustments are of a normal and recurring nature. The results for
            the six and 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 $7,639,000 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 December 31, 2003 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.

(3)      STOCKHOLDERS' EQUITY

         The Company has authorized 999,999,000 shares of $.00001 par value
         common stock, with 928,556,602 shares issued and outstanding. at June
         30, 2004 Rights and privileges of the preferred stock are to be
         determined by the Board of Directors prior to issuance.

         At December 31, 2001, the Company had 829,326,599 shares of common
         stock issued and outstanding. In 2002, the Company issued 5,000,000
         shares of restricted common stock in exchange for $50,000 in cash, or
         $0.01 per share. In 2002, the Company issued 3,500,000 shares of common
         stock for legal services valued at $16,500, at prices ranging from
         $0.0038 to $0.007 per share. In 2002, the Company issued 34,000,000
         shares of common stock for services valued at $153,440, or $0.0045 per
         share. In 2002, the Company received $12,000 in cash for approximately
         2,500,000 shares of restricted common stock. These shares have not yet
         been issued.

                                       9
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)      STOCKHOLDERS' EQUITY (cont'd)

         In 2003, the Company issued 10,000,000 shares of restricted common
         stock to company officers for services valued at $59,400. In 2003, the
         Company issued 6,000,000 shares of common stock for services valued at
         $46,005 of $.008 per share.

         In the first quarter of 2004, the company issued 4,200,000 shares of
         common stock valued at $31,400 for services and, and 20,000,000 shares
         of restricted common stock valued at $70,000 for compensation to the
         CEO of the company.

         In the second quarter, the company issued 10,000,000 shares of
         unrestricted common stock valued at $55,000 for compensation to the CEO
         of the company.

(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
         monthly rent is currently $1,285.Future lease expenses are $15,420 for
         2004 and $14,135 in 2005. Prior to the new office lease, the Company
         rented office space, furniture and equipment on a month-to-month basis
         for $1,000 from the former CEO.

(5)      SHORT-TERM DEBT

         At June 30, 2004 , short-term debt consisted of the following:


                                                                    2004
                                                                  --------
         12% note payable to an officer, unsecured, due on
         demand. Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum.        $394,761

         12% Note payable to a shareholder, unsecured, due on
         demand. Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum.         284,664

         12% note payable to an officer, unsecured, due on
         demand. Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum.          66,257
                                                                  --------
         Total short-term debt                                    $745,682
                                                                  ========

(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 $275,151 for the six months ending June 30, 2004, $5578,736
         and $444,960 for the years ended December 31, 2003 and 2002,
         respectively, for a total cumulative loss of $8,246,907. 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)      RELATED PARTY TRANSACTIONS

         In 2003 and 2002, the Company paid rent and 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 which include telephone expenses, courier charges
         and postage. Total payments made to this company during the years ended
         December 31, 2003 and 2002 were $20,500 and $18,721, respectively.
         Total amounts owed to this company as of December 31, 2003 and 2002
         were $64,087 and $22,087, respectively.

                                       10
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8)      RECENT ACCOUNTING PRONOUNCEMENTS

         In October 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" (SFAS 144). SFAS 144 supersedes Statement of
         Financial Accounting Standards No. 121, "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS
         144 applies to all long-lived assets, including discontinued
         operations, and consequently amends the accounting and reporting
         provisions of Accounting Principles Board Opinion No. 30, "Reporting
         the Results of Operations -- Reporting the Effects of Disposal of a
         Division of a Business, and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions." SFAS 144 develops one accounting
         model for long-lived assets that are to be disposed of by sale and
         requires the measurement to be at the lower of book value or fair value
         less cost to sell. Additionally, SFAS 144 expands the scope of
         discontinued operations to include all components of an entity with
         operations that (1) can be distinguished from the rest of the entity
         and (2) will be eliminated from the ongoing operations of the entity in
         a disposal transaction. SFAS 144 is effective for fiscal years
         beginning after December 15, 2001. Impairment charges of approximately
         $225,000 were provided in 2003.

         In April 2002, the FASB issued Statement of Financial Accounting
         Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS
         145). SFAS 145 eliminates extraordinary accounting treatment for
         reporting gain or loss on debt extinguishment and amends other existing
         authoritative pronouncements to make various technical corrections,
         clarify meanings, or describe their applicability under changed
         conditions. The provisions of SFAS 145 related to the rescission of
         FASB Statement No. 4 are applicable in fiscal years beginning after May
         15, 2002, the provisions related to FASB Statement No. 13 are effective
         for transactions occurring after May 15, 2002, and all other provisions
         are effective for financial statements issued on or after May 15, 2002,
         however, early application is encouraged. Debt extinguishments reported
         as extraordinary items prior to scheduled or early adoption of SFAS 145
         would be reclassified in most cases following adoption. The adoption of
         SFAS 145 did not have a material effect on the Company's financial
         position, results of operations, or cash flows.

         In June 2002, the FASB issued Statement of Financial Accounting
         Standards No. 146, "Accounting for Costs Associated with Exit or
         Disposal Activities" (SFAS 146). SFAS 146 requires the recording of
         costs associated with exit or disposal activities at their fair values
         only when a liability has been incurred. Under previous guidance,
         certain exit costs were accrued upon management's commitment to an exit
         plan, which is generally before an actual liability has been incurred.
         The requirements of SFAS 146 were effective prospectively for exit or
         disposal activities initiated after December 31, 2002. The adoption of
         SFAS 146 did not have a material effect on our financial position,
         results of operations, or cash flows.

                                       11
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others -- an
         Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of
         FASB Interpretation No. 34" (FIN 45). FIN 45 elaborates on the
         disclosures to be made by a guarantor in its interim and annual
         financial statements about its obligations under certain guarantees
         that it has issued. It also requires a guarantor to recognize, at the
         inception of a guarantee, a liability for the fair value of the
         obligation undertaken in issuing the guarantee. In general, FIN 45
         applies to contracts or indemnification agreements that contingently
         require the guarantor to make payments to the guaranteed party based on
         changes in an underlying obligation that is related to an asset,
         liability or an equity security of the guaranteed party. The
         recognition provisions of FIN 45 are effective for guarantees issued or
         modified after December 31, 2002. The disclosure requirements of FIN 45
         are effective for financial statements of interim or annual periods
         ending after December 15, 2002. The adoption of this FIN did not have a
         material effect on the Company's financial position, results of
         operations, or cash flows.,

         In December 2002, the FASB issued Statement of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation --
         Transition and Disclosure an Amendment of FASB Statement No. 123" (SFAS
         148). SFAS 148 amends SFAS 123 "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, SFAS 148 amends the
         disclosure requirements of SFAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. SFAS 148 is effective for fiscal years
         beginning after December 15, 2002. The interim disclosure provisions
         are effective for financial reports containing financial statements for
         interim periods beginning after December 15, 2002. The adoption of the
         interim disclosure provisions of SFAS 148 did not affect our financial
         position, results of operations, or cash flows.

(9)      CANCELLED ACQUISITION

         In January 2004, the Company entered a n agreement to issue 17,000,000
         shares of common stock 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 to be executed pursuant to a stock purchase agreement
         dated December 30, 2003 between the Company and the major shareholder
         of Time Bytes Limited. Certain terms of the agreement were not met and
         the acquisition was cancelled. The company had issued 5,850,000 shares
         of common stock as part of the first installment. The company is to get
         these shares returned or is to receive the proceeds of any shares that
         were sold.

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<PAGE>

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

During the second quarter, we stayed with our plan of controlled, fiscally
responsible management. However, on May 12, 2004, the Company was advised that
the Lang Family Trust, owner of approximately 26% of the Company's stock, had
entered into an agreement to sell 225,000,000 shares of its Company stock.
Because of the impending change of control, and the anticipated change in
management, pre-sale management discontinued its efforts to seek out new merger
or acquisition candidates, and focused instead on transitioning the Company's
ongoing activities to its new management. The transaction closed on July 15,
2004 and, as expected, has resulted in a change in control of the Company.

In planning for the transition, incoming management evaluated and prepared those
employees who would be staying with the Company. The Company does not currently
plan to make any changes in its attorneys, accountants or transfer agent. The
Company's office location will remain at 2875 S. Ocean Blvd. Suite 104, Palm
Beach, FL., under its existing lease. The Company plans to continue its efforts
to locate suitable acquisition candidates, and is already pursuing certain
candidates, but expects to change the focus of its search in an effort to
increase the likelihood of profitability.

As planned in connection with the Company's change in control, each of the
Company's directors as of our last report have now resigned, over a period from
July 15 to August 13, 2004. To date, three new directors have been appointed to
fill the vacancies created: Glenn Wistey, Bruce Taylor and Randi Swatt. Randi
Swatt has been appointed acting Chief Executive Officer and acting Chief
Financial Officer until such time as the new Board of Directors can fill those
positions on a permanent basis.

Internet Associates International, Inc., (IAI) the Company's sole active wholly
owned subsidiary, continued its operations during the second quarter without
material change. IAI continues to retain most of its customers, although,
competitive price wars continue to result in declining revenues.

COMPARISON OF THE PERIODS ENDED JUNE 30, 2004 AND JUNE 30, 2003

Revenues were $29,120 and $29,956 for the quarters ended June 30, 2004 and 2003,
respectively, representing a stable continuation of IAI's revenues from its web
hosting activities.

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<PAGE>

Cost of Sales was $7,200 and $5,180 for the quarters ended June 30, 2004 and
2003, respectively. Our cost of sales is primarily related to the activities of
IAI, and the increase in cost of sales is not expected to continue.

Selling, general, and administrative expenses were $244,204 and $76,108 for the
quarters ended June 30, 2004 and 2003, respectively. The increase reflects
primarily an increase in our efforts to locate, evaluate, and attract
acquisition candidates.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004, the Company had a $877,205 working capital deficit, compared
to a $770,876 working capital deficit as of June 30, 2003. The increase of
$106,329 is primarily due to the increase in general and administrative expenses
from our efforts to locate, evaluate, and attract acquisition candidates.

The Company currently has limited revenues while it seeks to develop its
existing investments and looks for additional suitable business combinations.
The Company is essentially dependant, at this time, on its primary shareholder
to fund operating shortfalls. There can be no assurance that the Company's cash
flow will increase in the near future, or that the revenues eventually generated
from its existing investments will be sufficient to allow the Company to pursue
additional profitable ventures.

Risk Factors.

The Company is engaged in providing support to those involved in commerce on the
Internet platform. This business involves many opportunities, as well as
significant risks, many of which are out of our control. Some of the risks that
we face are as follows:

The viability of IAI's customers is dependent upon their success in e-commerce.
The nature of e-commerce is continually developing. Customers who are unable to
evolve with the development of e-commerce may fail, and as a result, we would
lose a customer.

We expect to continue to incur net losses and negative cash flows for the
foreseeable future, and there can be no assurance that we will ever achieve
profitability or generate positive cash flows. As we continue to deploy our
business plan, we expect to incur significant operating expenses particularly in
the sales, marketing and operations areas. These types of expenses will grow as
we expand the scope and reach of our operations. If our revenues do not grow as
expected, or if our actual expenses exceed our budgeted expenses, there could be
a material adverse effect on our business, operating results and financial
condition. We will need to raise additional funds through the issuance of
equity, equity-related or debt securities. If we are unable to obtain additional
financing on reasonable terms to enable the development of our business plan, we
may never be able to completely implement our on-line strategy.

Interruptions in service from third-parties could impair the quality of IAI's
service. IAI relies upon third-party computer systems and third-party service
providers, including Internet bandwidth providers. Any interruption in these
third-party services or a deterioration in their performance could impair the
quality of IAI's service. If our arrangements with any of these third-parties
were to be terminated, we may not be able to find an alternative source of
systems support on a timely basis or on commercially reasonable terms.

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<PAGE>

As our operations grow in both size and scope, domestically and internationally,
we will need to continually upgrade our systems and infrastructure to offer our
customers and suppliers enhanced products, services, features and functionality.
The expansion of our systems will require additional financial, operational and
technical resource expenditures before business volume might reach levels
sufficient to yield profitability, with no assurance that the volume of business
will increase or that profitability will be achieved. Consumers and suppliers
will not tolerate a service hampered by slow delivery times, unreliable service
levels or insufficient capacity, any of which could have a material adverse
effect on our business, operating results and financial condition.

We may be subject to delays in service because of intentional, criminal third
party intervention. The events of September 11, 2001, demonstrated that no firm
can be completely secure from terrorist acts. Though we have taken several
precautions to prevent any disruptions from terrorist attacks, we cannot
guarantee that our operations are completely invulnerable. A disruption can
occur from numerous sources, including damage to the company property, damage to
one of our vendors, suppliers or customers, or damages to third parties such
that it restricts the flow of commerce. In addition, a disruption could be the
result of an intentional attack on our computer systems. Disruptions could
materially adversely affect our revenues.

Our business strategy of growth through business combinations leads to unknown
and unquantifiable risks. We are attempting to expand it operations and market
presence by entering into business combinations, investments, joint ventures or
other strategic alliances with third parties. Any such transaction would be
accompanied by risks commonly encountered in such transactions, which could
include, among others, the difficulty of assimilating the operations, technology
and personnel of the combined companies, the potential disruption the Company's
ongoing business, the inability to retain key technical and managerial
personnel, the inability of management to maximize the financial and strategic
position of the Company through the successful integration of acquired
businesses, addition expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, control and policies
and the impairment of relationships with existing employees and customers. There
can be no assurance that the Company would be successful in overcoming these
risks or any other problems encountered in connection with such business
combinations, investments, joint ventures or other strategic alliances, or that
such transactions would not have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.

Because of the recent change in control of the Company, a new management team is
currently being assembled. As a result, our future direction is uncertain until
the new management team is assembled and has determined its goals for the
Company.

ITEM 3.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control, objectives and management

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<PAGE>

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 June 9, 2004, the Company filed a Report on Form 8-K reporting
             the agreement between Lang Family Trust and Zaras Investments for
             the purchase and sale of 225,000,000 shares of the Company's stock.

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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 19, 2004                      By:  /s/ Michael Posner
                                                -------------------------
                                                Michael Posner, President

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