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, 2003
                                        --------------

[ ]      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.)

                 125 Worth Ave., Suite 113, Palm Beach, FL 33480
                 -----------------------------------------------
                    (Address of principal executive offices)

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


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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 874,426,599


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

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


                          INDEX TO FINANCIAL STATEMENTS




Consolidated Balance Sheets.............................................2

Consolidated Statements of Operations...................................3

Consolidated Statements of Stockholders' Equity.........................4

Consolidated Statements of Cash Flows...................................5

Notes to Consolidated Financial Statements..............................6


                                       1
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                              March 31, 2003        December 31, 2002
                                                                              --------------        -----------------
                                                                                (unaudited)
<S>                                                                             <C>                   <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                         $    21,646           $     1,940
   Accounts receivable, net of allowance for doubtful accounts of $20,000             2,668                 4,762
                                                                                -----------           -----------
            Total current assets                                                     24,314                 6,702
                                                                                -----------           -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                               215,272               215,272
        Less: Accumulated depreciation                                             (164,229)             (153,681)
                                                                                -----------           -----------
            Total property and equipment                                             51,043                61,591
                                                                                -----------           -----------

OTHER ASSETS
    Deposits                                                                          3,043                 7,292
    Other assets (net of amortization of $257,443 and $254,119, respectively)       286,315               290,435
                                                                                -----------           -----------
            Total other assets                                                      289,358               297,727
                                                                                -----------           -----------
Total Assets                                                                    $   364,715           $   366,020
                                                                                ===========           ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                            $    67,398           $    89,358
    Accrued expenses                                                                 15,626                97,842
    Notes payable                                                                   557,872               400,741
    Deferred revenue                                                                      0                     0
                                                                                -----------           -----------
            Total current liabilities                                               640,896               587,941
                                                                                -----------           -----------
Total Liabilities                                                                   640,896               587,941
                                                                                -----------           -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
       874,826,599 and 829,326,599 shares issued and outstanding                      8,748                 8,718
    Additional paid-in capital                                                    7,157,850             7,150,380
    Subscriptions received                                                           12,000                12,000
    Retained earnings (deficit)                                                  (7,454,779)           (7,393,019)
                                                                                -----------           -----------
            Total stockholders' equity (deficit)                                   (276,181)             (221,921)
                                                                                -----------           -----------

Total Liabilities and Stockholders' Equity (Deficit)                            $   364,715           $   366,020
                                                                                ===========           ===========
</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,
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           2003             2002
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $      29,956    $      49,563
                                                       -------------    -------------
          Net sales                                           29,956           49,563
                                                       -------------    -------------

COST OF SALES
    Cost of goods sold                                           180            5,693
                                                       -------------    -------------
          Total cost of sales                                    180            5,693
                                                       -------------    -------------
Gross margin                                                  29,776           43,870
                                                       -------------    -------------

OPERATING EXPENSES
    Advertising expense                                          245            2,150
    Consulting fees                                           12,684            8,983
    General and administrative expenses                       27,983           34,078
    Amortization and depreciation                             13,871           19,237
    Legal and professional services                           26,325           20,178
                                                       -------------    -------------
          Total operating expenses                            81,108           84,626
                                                       -------------    -------------
Operating income (loss)                                      (51,332)         (40,756)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (10,427)          (7,429)
    Gain on sale of subsidiary                                     0            3,750
                                                       -------------    -------------
          Total other income (expense)                       (10,427)          (3,679)
                                                       -------------    -------------

Loss before taxes                                            (61,759)         (44,435)
Income taxes                                                       0                0
                                                       -------------    -------------
Net income (loss)                                      $     (61,759)   $     (44,435)
                                                       =============    =============

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

Weighted average number of common shares outstanding     874,826,599      833,026,599
                                                       =============    =============
</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>
BEGINNING BALANCE,
December 31, 2000                  805,605,299     $     8,056     $ 6,599,060     $         0     $(6,358,891)     $   248,225

Cash                                14,621,300             146         149,896               0               0          150,042
Expenses reimbursement                 750,000               8          14,992               0               0           15,000
Services                             8,350,000              83         166,917               0               0          167,000
Net loss                                     0               0               0               0        (589,169)        (589,169)
                                   -----------     -----------     -----------     -----------     -----------      -----------
BALANCE, December 31, 2001         829,326,599           8,293       6,930,865               0      (6,948,060)          (8,902)

Cash                                 5,000,000              50          49,950               0               0           50,000
Legal fees                           3,500,000              35          16,465               0               0           16,500
Subscription received                        0               0               0          12,000               0           12,000
Shares for services                 34,000,000             340         153,100               0               0          153,440
Net loss                                     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)

Shares for services                  3,000,000              30           7,470               0               0            7,500
Net loss                                     0               0               0               0         (61,759)         (61,759)
                                   -----------     -----------     -----------     -----------     -----------      -----------
ENDING BALANCE, March 31, 2003
(unaudited)                        874,826,599     $     8,748     $ 7,157,850     $    12,000     $(7,454,779)     $  (276,181)
                                   ===========     ===========     ===========     ===========     ===========      ===========
</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, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            2003          2002
                                                                          --------      --------
<S>                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                         $(61,759)     $(44,435)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           13,871        19,237
    Bad debt expense                                                        15,209          (281)
    Expenses paid by common stock                                            7,500        18,900
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                             (12,318)         (719)
    (Increase) decrease in deposits                                          4,249           400
    (Increase) decrease in other assets                                          0        (6,417)
    Increase (decrease) in accounts payable                                (21,960)      (17,102)
    Increase (decrease) in accrued expenses                                 15,625         2,713
                                                                          --------      --------
Net cash provided (used) by operating activities                           (39,583)      (27,704)
                                                                          --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                           0        (1,886)
    Investment in Pro Con Systems, Inc.                                          0        (3,750)
                                                                          --------      --------
Net cash provided (used) by investing activities                                 0        (5,636)
                                                                          --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease) in capital subscribed                                    0        50,000
    Increase (decrease) in shareholders' loans                              59,289             0
                                                                          --------      --------
Net cash provided (used) by financing activities                            59,289        50,000
                                                                          --------      --------
Net increase (decrease) in cash                                             19,706        16,660

CASH and equivalents, beginning of period                                    1,940        23,742
                                                                          --------      --------

CASH and equivalents, end of period                                       $ 21,646      $ 40,402
                                                                          ========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
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
 (Information with regard to the three months ended March 31, 2003 is unaudited)


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

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

         B) USE OF ESTIMATES The financial statements have been prepared in
         conformity with accounting principles generally accepted in the United
         States. In preparing the financial statements, management is required
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities as of the dates of the balance sheets and statements of
         operations for the periods 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 quarters ended March 31, 2003 and
         2002 may not be representative of a full year's 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.

         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)
         H) INTANGIBLE ASSETS (CONTINUED) Management has determined that the
         goodwill, copyrights and trademarks reflected on the Company's balance
         sheet at March 31, 2003 represent viable assets that, in the
         foreseeable future, will generate sufficient cash flows to recover
         their carrying amounts. Amortization of trademarks and copyrights is
         determined utilizing the straight-line method based generally on the
         estimated useful lives of the intangibles, generally over fifteen
         years.

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

         J) INTERIM FINANCIAL INFORMATION The financial statements for the three
         months ended March 31, 2003 and 2002 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 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 $7,393,000
         expiring $445,000, $589,200, $3,016,100 and $920,000 at December 31,
         2022, 2021, 2020 and 2019, respectively. The amount recorded as
         deferred tax asset as of March 31, 2003 is approximately $3,000,000,
         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
         $0.00001 par value common stock, with 874,826,599 shares issued and
         outstanding at March 31, 2003. Rights and privileges of the preferred
         stock are to be determined by the Board of Directors prior to issuance.

         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.

         In 2003, the Company issued 3,000,000 shares of restricted stock for
         services, valued at $7,500.

(4) COMMITMENTS AND CONTINGENCIES The Company rents office space in Palm
         Beach, Florida on a month-to-month basis.

(5) SHORT-TERM DEBT At March 31, 2003 short-term debt consisted of the
         following:


                  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.                  $  347,557

                  Note payable to a shareholder,
                  unsecured, due on demand, no
                  interest rate specified.                   159,086

                                       7
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5) SHORT-TERM DEBT (CONTINUED)

                  Note payable to CGI Marketing,
                  unsecured, due on demand, with
                  an interest rate of 5.5%.                   35,142

                  Note payable to an officer,
                  unsecured, due on demand,
                  no interest rate specified.                 16,087
                                                          ----------

                  Total short-term debt                   $  557,872
                                                          ==========

(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 $61,759 for the three months ended March
         31, 2003 and $445,000 and $589,200 for the years ended December 31,
         2002 and 2001, respectively, and a total cumulative loss of $7,454,000.
         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 seeking additional capital to allow it to begin
         its planned operations.

(7) RELATED PARTY TRANSACTIONS In 2003 and 2002, the Company purchased
         services from and made reimbursements to a related party company owned
         by an officer and major shareholder. The services purchased were
         primarily secretarial, and reimbursements included telephone expenses,
         courier charges and postage. Total payments made to this company during
         the three months ended March 31, 2003 and 2002 were $5,000 and $9,306,
         respectively. Total amounts owed to this company as of March 31, 2003
         was $27,087.


                                       8
<PAGE>


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

         Safe Technologies International Inc., a Delaware corporation (the
Company), is continuing its efforts to build a multi-faceted company serving the
developing e-commerce industry. We have confidence that our existing Internet
management is entrepreneurial and flexible enough to accommodate what is sure to
be additional market shifts in this burgeoning industry. Management continues to
follow the critical paths and philosophies that they previously adopted in order
to structure operations to accommodate growth. We have achieved a number of
fundamental objectives that we believe should posture the Company for future
growth, and are in the process of planning the next phase of our evolution.

         Our Management is devoting time to seeking and evaluating potential
merger and acquisition candidates within qualification parameters previously
established by Management. While continuing to be involved in the migration of
commerce to the Internet arena, primarily through IAI, the Company's focus and
emphasis will be to merge with or acquire "brick and mortar" operations with
good revenue potential, and within industries of above-average growth potential.
Management has long believed that for the right company, in a vertically or
horizontally related business, such a merger would be of great benefit to the
Company and its Shareholders.

         We are currently in discussions with a very promising candidate which
is a start up company with an innovative 'truth verification' product. Although,
there are other products in the marketplace, such as traditional "lie detector"
machines, this candidate's product has testing results that we believe are far
superior to existing products. The principal of the candidate is motivated for
the Company to acquire his product. We are considering whether it is in the best
interests of the Company, at this time, to acquire a new start up product.

         Last year, the Company closed its first merger of an inactive
subsidiary by merging ProCon Systems, ApS (ProCon) into our previously inactive
subsidiary, Internet Commerce, Inc ("ICI"). As a result of this merger, the
Company owns an 8% equity position in ICI. On April 10, 2003, ICI filed a
Registration Statement with the Securities and Exchange Commission, as their
first step in seeking to become a publicly traded company. When the Registration
Statement becomes effective, the Company will distribute a portion of its ICI
equity ownership position to the Company's shareholders.

         Also last year, the Company closed the merger of All American
Acquisition Associates, Inc. (AAAA), a privately held company, into Connect.ad
of South Florida, Inc., another inactive subsidiary of the Company. Pursuant to
the merger, the Company owns an 8% equity position in the merged entity, which
is now known as Agenesis Corporation. Agenesis is in process of establishing a
public market for its stock and has filed a Registration Statement with the
Securities and Exchange Commission. When the Registration Statement becomes
effective, the Company will distribute a portion of its Agenesis equity
ownership position to the Company's shareholders.

         IAI, currently the Company's only active wholly-owned subsidiary,
continues to hold its own in a highly competitive industry. At this time, IAI
has 300 Web Hosting Customers. This number of web hosting customers is greatly
reduced from the number of customers in 1999, when the Company acquired IAI. We
believe that IAI's loss of customer base resulted from inattention by the IAI
management team acquired with the company. In March 2002, the Company severed
its relationship with the IAI management team and has been operating IAI
directly. We believe we have stabilized the remaining business, and we are in
the process of contracting with a new service provider. The new service provider
is expected to greatly reduce IAI's operating costs, since the prior service
provider was affiliated with the prior IAI management team.

                                       9
<PAGE>

         Management is also in process of interviewing for a new Web Master, so
that we can implement a new, aggressive marketing program for new business. We
also plan to attract other small Internet Hosting companies in this specialized
niche of Internet services.

COMPARISON OF THE QUARTERS ENDED MARCH 31, 2003 ("QUARTER 2003") AND MARCH 31,
2002("QUARTER 2002").

         Revenues were $30,000 and $50,000 for the Quarters ended March 31, 2003
and 2002, respectively, representing a 40% decrease as a result of the
termination of prior management of IAI.

         Cost of Sales were $200 and $5,700 for the Quarters ended March 31,
2003 and 2002, respectively. The decrease is also a direct result of the
termination of prior management of IAI.

         Selling, general, and administrative expenses were $81,100 and $84,600
for the Quarters ended March 31, 2003 and 2002, respectively. The decrease is
primarily as a result of the relocation of the office with a concurrent
reduction of rent expense of $2,400 for the quarter.

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.

         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.

                                       10
<PAGE>

         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.

         We depend upon the efforts of a few individuals and employees, and our
ability to attract, retain and motivate highly skilled employees. We depend
substantially on the services and performance of our senior management,
particularly Barbara L. Tolley, our Chairman; Michael Posner, our President;
Steve Durland, our Chief Financial Officer, Michael Bhathena, our Chief
Information Officer; and Bradford L. Tolley, our Secretary and Treasurer. These
individuals may not be able to fulfill their responsibilities adequately and may
not remain with us. The loss of the services of any executive officers or other
key employees could hurt our business.

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

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 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.

                                       11
<PAGE>

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 1. LEGAL PROCEEDINGS.

         None.

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

         (a) Exhibits.

         99.1   Sarbanes-Oxley 906 CEO certification

         99.2   Sarbanes-Oxley 906 CFO certification

         (b) Reports on Form 8-K.

               (i)  The Company filed a report on Form 8-K on January 7, 2003,
                    reporting the establishment of a record date for
                    distribution to its shareholders of certain Agenesis
                    Corporation common stock held by the Company.

               (ii) The Company filed a report on Form 8-K on March 4, 2003,
                    announcing a change in the Company's accountants.


                                       12
<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 15, 2003                        By: /s/ Michael Posner
      ---------------                         -------------------------------
                                                  Michael Posner, President

                                       13
<PAGE>

CERTIFICATIONS

I, Michael Posner, certify that:

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

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and c) presented in this quarterly
report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses. Date:

May 15, 2003                                       /s/ Michael Posner
                                                   ---------------------------
                                                   Michael Posner, President

                                       14
<PAGE>

I, Stephen Durland, certify that:

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

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

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

4. The registrant's other
certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

a) designed such disclosure controls and
procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5.
The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The
registrant's other certifying officers and I have indicated in this quarterly
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: May 15, 2003                    /s/ Stephen Durland
                                      ----------------------------------------
                                      Stephen Durland, Chief Financial Officer

                                       15