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, 2001
                                                    ---------------

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

    For the transition period from _________________ to _________________

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

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


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

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

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

                         Safe Aid Products Incorporated,
                249 Peruvian Ave., Ste. F-2, Palm Beach, FL 33480
 -------------------------------------------------------------------------------
              (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:   812,476,600
                                                    -----------

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


<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001


ASSETS

CURRENT ASSETS
--------------
  Cash                                                               $    11,459
  Accounts Receivable (net of allowance for doubtful accounts             27,145
       of $18,881)
  Other current assets                                                   120,000
                                                                     -----------

         TOTAL CURRENT ASSETS                                            158,604

PROPERTY & EQUIPMENT
--------------------
  Fixed assets (net of accumulated depreciation)                         136,633

OTHER ASSETS
------------
  Deposits                                                                11,496
  Goodwill, copyrights and trademarks (net of accumulated
     amortization)                                                       418,590
                                                                     -----------

         TOTAL OTHER ASSETS                                              430,086
                                                                     -----------

TOTAL ASSETS                                                         $   725,323
                                                                     ===========



             See Accountants' Review Report and Accompanying Notes

                                       2
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001


LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
-------------------
  Accounts Payable                                                  $    82,832
  Accrued Expenses                                                       49,152
  Notes Payable                                                         402,503
  Deferred Income                                                         4,515
  Lease Payable, current portion                                          1,700
                                                                    -----------

        TOTAL CURRENT LIABILITIES                                       540,702

LONG TERM LIABILITIES
---------------------
  Lease Payable                                                              --
                                                                    -----------

                      TOTAL LIABILITIES                                 540,702
                                                                    -----------

SHAREHOLDERS' EQUITY
--------------------
  Common Stock, par value $0.00001, 999,999,000 shares authorized,        8,125
     812,476,600 shares issued and outstanding
  Additional Paid-in Capital                                          6,753,083
  Accumulated Deficit                                                (6,576,587)
                                                                    -----------

                    TOTAL SHAREHOLDERS' EQUITY                          184,621
                                                                    -----------

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $   725,323
                                                                    ===========



             See Accountants' Review Report and Accompanying Notes



                                       3
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000



                                                       FOR THE QUARTERS ENDED
                                                        MARCH 31,   MARCH 31,
                                                         2001         2000
                                                      ---------     ---------

REVENUE
  Sales, Net of Customer Returns                      $  74,180     $ 166,335

EXPENSES
  Cost of Goods Sold                                     17,455        12,222
                                                      ---------     ---------

               GROSS PROFIT                              56,725       154,113
                                                      ---------     ---------

  Selling, General and Administrative Expenses:
     Advertising and Promotion                            1,886           335
     Consulting Fees                                     84,093         9,813
     Depreciation and Amortization                       18,804        16,994
     Management Fees                                         --         3,125
     Salaries and Benefits                               57,177       115,113
     Legal and Professional Services                     69,186        17,068
     Proxy and Broker Services                              907         1,315
     General and Administrative                          33,777        54,329
                                                      ---------     ---------

     TOTAL SELLING, GENERAL & ADMINISTRATIVE
            EXPENSES                                    265,830       218,092
                                                      ---------     ---------

OTHER INCOME & (EXPENSES)
   Interest Expense                                      (8,590)       (4,452)
                                                      ---------     ---------

NET  (LOSS)                                           $(217,695)    $ (68,431)
                                                      =========     =========

NET  (LOSS) PER SHARE                                 $(0.000268)   $(0.000092)
                                                      =========     =========



             See Accountants' Review Report and Accompanying Notes



                                       4
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                    AND FOR THE QUARTER ENDED MARCH 31, 2001
<TABLE>
<CAPTION>

                                                                Common Stock         Capital
                                                           Shares        Amount     Subscribed
                                                           ------        ------     ----------
<S>                                                     <C>           <C>           <C>
Balance, December 31, 1999                              746,200,414   $     7,462   $    40,000

Issuance of shares of common stock to an officer as       1,000,000            10            --
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock as reimbursement         300,000             3            --
  for expenses, January 13, 2000 ($0.05 per share)

Issuance of shares of common stock to an officer as       2,000,000            20            --
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as      30,000,000           300            --
  compensation for services provided, February 9,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as       3,000,000            30            --
  compensation for services provided, February 15,
  2000 ($0.05 per share)

Issuance of shares of common stock for technology           324,003             3            --
  services valued at $0.0617 per share, May 31, 2000

Issuance of shares of common stock for legal services       500,000             5            --
  valued at $0.0781 per share, June 9, 2000
                                                        -----------   -----------   -----------

                  Sub-total                             783,324,417   $     7,833   $    40,000

</TABLE>
[RESTUBBED]
<TABLE>
<CAPTION>
                                                           Paid In      Accumulated
                                                           Capital        Deficit        TOTAL
                                                           -------        -------        -----
<S>                                                     <C>           <C>            <C>
Balance, December 31, 1999                              $ 3,714,589   $(3,342,742)   $   419,309

Issuance of shares of common stock to an officer as          49,990            --         50,000
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock as reimbursement          14,997            --         15,000
  for expenses, January 13, 2000 ($0.05 per share)

Issuance of shares of common stock to an officer as          99,980            --        100,000
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as       1,499,700            --      1,500,000
  compensation for services provided, February 9,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as         149,970            --        150,000
  compensation for services provided, February 15,
  2000 ($0.05 per share)

Issuance of shares of common stock for technology            19,997            --         20,000
  services valued at $0.0617 per share, May 31, 2000

Issuance of shares of common stock for legal services        39,045            --         39,050
  valued at $0.0781 per share, June 9, 2000
                                                        -----------   -----------    -----------

                  Sub-total                             $ 5,588,268   $(3,342,742)   $ 2,293,359
</TABLE>


              See Accountants' Review Report and Accompanying Notes



                                       5
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                    AND FOR THE QUARTER ENDED MARCH 31, 2001
<TABLE>
<CAPTION>

                                                                Common Stock          Capital
                                                            Shares        Amount     Subscribed
                                                         -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
                  Sub-Total                              783,324,417   $     7,833   $    40,000

Issuance of shares of common stock, June 9, 2000,            500,000             5            --
  in exchange for cash to Ruth Deutsch (Franklin L
  Frank) ($0.15 per share)

Issuance of shares of common stock to an unrelated           150,000             2            --
  party for service bonus valued at $0.0781 per share,
  June 14, 2000

Issuance of shares of common stock for consulting            200,000             2            --
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as          500,000             5            --
  compensation for services, June 14, 2000 ($0.06
  per share)

Issuance of shares of common stock for consulting            200,000             2            --
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as       12,000,000           120            --
  compensation for services provided from February 9,
  1998 through June 30, 2000 ($0.05 per share)

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

                 Sub-Total                               796,874,417   $     7,969   $    40,000
</TABLE>
[RESTUBBED]
<TABLE>
<CAPTION>

                                                           Paid In      Accumulated
                                                           Capital        Deficit        TOTAL
                                                          -----------   -----------    -----------
<S>                                                       <C>           <C>            <C>
                  Sub-Total                              $ 5,588,268   $(3,342,742)   $ 2,293,359

Issuance of shares of common stock, June 9, 2000,             74,995            --         75,000
  in exchange for cash to Ruth Deutsch (Franklin L
  Frank) ($0.15 per share)

Issuance of shares of common stock to an unrelated            11,713            --         11,715
  party for service bonus valued at $0.0781 per share,
  June 14, 2000

Issuance of shares of common stock for consulting             11,998            --         12,000
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as           29,995            --         30,000
  compensation for services, June 14, 2000 ($0.06
  per share)

Issuance of shares of common stock for consulting             11,998            --         12,000
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as          599,880            --        600,000
  compensation for services provided from February 9,
  1998 through June 30, 2000 ($0.05 per share)

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

                 Sub-Total                               $ 6,328,847   $(3,342,742)   $ 3,034,074
</TABLE>


              See Accountants' Review Report and Accompanying Notes


                                       6
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                    AND FOR THE QUARTERS ENDED MARCH 31, 2001
<TABLE>
<CAPTION>

                                                              Common Stock           Capital
                                                           Shares        Amount     Subscribed
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
                  Sub-Total                             796,874,417   $     7,969   $    40,000

Issuance of shares of common stock for acquisition          375,000             4            --
  services, July 26, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer          2,000,000            20            --
  as compensation for services, August 15, 2000
  ($0.06 per share)

Issuance of shares of common stock for consulting           450,000             4            --
  services, August 26, 2000 ($0.084 per share)

Issuance of shares of common stock for legal services       500,000             5            --
  on October 6, 2000 ($0.04 per share)

Issuance of shares of common stock to an officer            500,000             5            --
  as compensation for services, November 17, 2000
  ($0.04 per share)

Issuance of shares of common stock to an officer            500,000             5            --
  as compensation for services, December 20, 2000
  ($0.02 per share)

Issuance of shares of common stock in exchange for        4,405,882            44       (40,000)
  capital subscribed in 1998, December 31, 2000
                                                        -----------   -----------   -----------

                 Sub-Total                              805,605,299         8,056            --
</TABLE>
[RESTUBBED]
<TABLE>
<CAPTION>
                                                          Paid In     Accumulated
                                                          Capital       Deficit         TOTAL
                                                         -----------   -----------    -----------
<S>                                                     <C>           <C>            <C>
                  Sub-Total                             $ 6,328,847   $(3,342,742)   $ 3,034,074

Issuance of shares of common stock for acquisition           22,496            --         22,500
  services, July 26, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer            119,980            --        120,000
  as compensation for services, August 15, 2000
  ($0.06 per share)

Issuance of shares of common stock for consulting            37,796            --         37,800
  services, August 26, 2000 ($0.084 per share)

Issuance of shares of common stock for legal services        19,995            --         20,000
  on October 6, 2000 ($0.04 per share)

Issuance of shares of common stock to an officer             19,995            --         20,000
  as compensation for services, November 17, 2000
  ($0.04 per share)

Issuance of shares of common stock to an officer              9,995            --         10,000
  as compensation for services, December 20, 2000
  ($0.02 per share)

Issuance of shares of common stock in exchange for           39,956            --             --
  capital subscribed in 1998, December 31, 2000
                                                        -----------   -----------    -----------

                 Sub-Total                                6,599,060    (3,342,742)     3,264,374
</TABLE>


              See Accountants' Review Report and Accompanying Notes



                                       7
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                    AND FOR THE QUARTER ENDED MARCH 31, 2001
<TABLE>
<CAPTION>


                                                            Common Stock         Capital     Paid In    Accumulated
                                                         Shares        Amount   Subscribed   Capital      Deficit          TOTAL
                                                      -----------   -----------   ------   -----------   -----------    -----------
<S>                                                   <C>           <C>           <C>      <C>           <C>            <C>
                  Sub-Total                           805,605,299   $     8,056   $   --   $ 6,599,060   $(3,342,742)   $ 3,264,374

Net loss, December 31, 2000                                    --            --       --            --    (3,016,149)    (3,016,149)
                                                      -----------   -----------   ------   -----------   -----------    -----------

Balance, December 31, 2000                            805,605,299         8,056       --     6,599,060    (6,358,892)       248,225

Issuance of shares of common stock for legal            1,000,000            10       --        19,990            --         20,000
  services, January 3, 2001 ($0.02 per share)

Issuance of shares of common stock based on             4,204,634            42       --        84,051            --         84,093
  terms of "Connect.ad, Inc." acquisition
  agreement, January 15, 2001 ($0.02 per share)

Issuance of shares of common stock in exchange          1,666,667            17       --        49,983            --         50,000
  for capital subscribed, February 15, 2001

Net loss, March 31, 2001                                       --            --       --            --      (217,695)      (217,695)


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

Balance, March 31, 2001                               812,476,600         8,125       --     6,753,083    (6,576,587)       184,621
                                                      ===========   ===========   ======   ===========   ===========    ===========
</TABLE>


              See Accountants' Review Report and Accompanying Notes




                                       8
<PAGE>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>


                                                                             FOR THE QUARTERS ENDED
                                                                         MARCH 31,             MARCH 31,
                                                                           2001                  2000
                                                                         ---------             ---------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                                             $(217,695)            $ (68,431)
  Adjustments to Reconcile Net Loss to Net
    Cash Provided by Operating Activities:
      Depreciation and Amortization                                         18,804                16,994
      Allowance for Doubtful Accounts                                           --                    --
   Change in Assets and Liabilities
        (Increase) decrease in Accounts Receivable                          (2,250)               (2,422)
        (Increase) decrease in Deposits                                      1,393                    --
        (Increase) decrease in Other Assets                                     --                (1,702)
        Increase (decrease) in Accounts Payable                             10,781                  (424)
        Increase (decrease) in Accrued Expenses                              7,110                19,674
        Increase (decrease) in Other Payables                                   --                68,558
        Increase (decrease) in Deferred Income                                  --               (27,098)
        Increase (decrease) in Lease Payable - Current Portion                  --                    --
        Increase (decrease) in Shareholders' Loan                           16,500                    --
                                                                         ---------             ---------
                  NET CASH (USED) BY OPERATING
                          ACTIVITIES                                      (165,357)                5,149
                                                                         ---------             ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                                      (17,980)               (2,150)
   Purchase of Intangibles                                                      --                    --
                                                                         ---------             ---------
                  NET CASH USED BY INVESTING
                          ACTIVITIES                                       (17,980)               (2,150)
                                                                         ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in Lease Payable                                         --                    --
   Increase in Notes Payable                                                    --                    --
   Increase in Common Stock                                                     70                    --
   Increase (Decrease) in Capital Subscribed                                    --                    --
   Increase in Additional Paid-in Capital                                  154,024                    --
                                                                         ---------             ---------
                  NET CASH PROVIDED BY FINANCING
                          ACTIVITIES                                       154,094                    --
                                                                         ---------             ---------
NET INCREASE (DECREASE) IN CASH                                            (29,243)                2,999

CASH, BEGINNING OF YEAR                                                     40,702                16,372
                                                                         ---------             ---------
CASH, END OF YEAR                                                        $  11,459             $  19,371
                                                                         =========             =========
</TABLE>


              See Accountants' Review Report and Accompanying Notes



                                       9
<PAGE>


Accountants' Review Report
--------------------------


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

We have reviewed the accompanying consolidated balance sheet of Safe
Technologies International, Inc., a Delaware corporation, and subsidiaries, as
of March 31, 2001 and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for the quarter then ended and the
quarter ended March 31, 2000. All information included in these financial
statements is the responsibility of the Company's management.

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

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

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company incurred significant losses
during the quarter ended March 31, 2001 and is completely reliant on the
Internet industry for its operations. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 9. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



May 7, 2001


                                       10
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


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

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

         Organization:
             The Company was incorporated under the laws of the state of
             Delaware on May 21, 1987 as Safe Aid Products, Inc. On February 9,
             1998, the Company changed its name to Safe Technologies
             International, Inc.

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

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

         Revenue Recognition:
             Revenues of Safe Tech, Internet Commerce, Inc., Connect.ad, Inc.,
             Connect.ad Services, Inc., Connect.ad of South Florida, Inc. and
             Internet Associates 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.

         Financial Instruments:
             Cash and cash equivalents, accounts receivable and accounts payable
             are short-term in nature and the net values at which they are
             recorded are considered to be reasonable estimates of their fair
             values. The carrying values of notes payable are deemed to be
             reasonable estimates of their fair values.


                                       11
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


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

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

         Advertising:
             Advertising costs, which are included in selling, general and
             administrative expenses, are expensed as costs are incurred.
             Advertising expense was $1,886 and $335 for the quarters ended
             March 31, 2001 and 2000, respectively.

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

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

         Reclassifications:
             Certain reclassifications were made to the 2001 financial
             statements presentation in order to conform to the 2000 financial
             statements presentation.

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

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

                  Trademarks and copyrights        15 years
                  Goodwill                         15 years



                                       12
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)

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

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

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

             Deferred income at March 31, 2001 and 2000 was $4,515 and $6,290,
             respectively.

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

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

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

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

         In June 1988, the Company completed a sale of 150,000 units to the
         public at a price of $10 per unit. The Company received proceeds in the
         amount of $1,213,841, net of commissions and expenses to the
         underwriter, legal, accounting and other expenses related to the public
         offering in the amount of $286,159. Each unit consisted of 1,000 shares
         of common stock, $0.00001 par value, and 500 redeemable common stock
         warrants designated redeemable Warrant "A". Each redeemable Warrant "A"
         would, upon exercise,




                                       13
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


2.       CAPITAL STOCK TRANSACTIONS (continued):
         ---------------------------------------

         entitle the holder to purchase one share of common stock for $0.20 per
         share and to receive one redeemable Class "B" Common stock purchase
         warrant. Each redeemable Class "B" Common Stock purchase warrant would,
         upon exercise, entitle the holder to purchase one share of common stock
         for $0.50 per share. The exercise periods of both Class "A" and Class
         "B" warrants were extended by the Board of Directors through January 9,
         2001, after giving effect to the ten-for-one reverse split on February
         9, 1998. At June 30, 2000, 14,727,280 shares of common stock, reserved
         in connection with such warrants, remain outstanding. There was no
         market activity for these warrants through December 31, 2000.

         On January 13, 2000, 3,000,000 shares of common stock valued at $0.05
         per share were issued to an officer as compensation for services.

         On January 13, 2000, 300,000 shares of common stock valued at $0.05 per
         share were issued as reimbursement for expenses.

         On February 9, 2000, 30,000,000 shares of common stock valued at $0.05
         per share were issued to an officer as compensation for services.

         On February 15, 2000, 3,000,000 shares of common stock valued at $0.05
         per share were issued to an officer as compensation for services.

         On May 31, 2000, 324,003 shares of common stock were issued for
         technology services valued at $20,000, performed during the five months
         ended May 31, 2000.

         On June 9, 2000, 500,000 shares of common stock valued at $0.0781 per
         share were issued for legal services.

         On June 9, 2000, 500,000 shares of common stock were issued in exchange
         for cash.

         On June 14, 2000, 150,000 shares of common stock valued at $0.0781 per
         share were issued to an unrelated party for a service bonus.

         On June 14, 2000, 200,000 shares of common stock valued at $0.06 per
         share were issued for consulting services.

         On June 14, 2000, 500,000 shares of common stock valued at $0.06 per
         share were issued to an officer as compensation for services.




                                       14
<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


  2.     CAPITAL STOCK TRANSACTIONS (continued):
         ---------------------------------------

         On June 14, 2000, 200,000 shares of common stock valued at $0.06 per
         share were issued for consulting services.

         On June 30, 2000, 12,000,000 shares of common stock valued at $0.05 per
         share were issued to an officer as compensation for services.

         On July 26, 2000, 375,000 shares of common stock valued at $0.06 per
         share were issued for acquisition services.

         On August 15, 2000, 2,000,000 shares of common stock valued at $0.06
         per share were issued to an officer as compensation for services.

         On August 26, 2000, 450,000 shares of common stock valued at $0.084 per
         share were issued for consulting services.

         On October 6, 2000, 500,000 shares of common stock valued at $0.04 per
         share were issued in exchange for legal services.

         On November 17, 2000, 500,000 shares of common stock valued at $0.04
         per share were issued to an officer as compensation for services.

         On December 20, 2000, 500,000 shares of common stock valued at $0.02
         per share were issued to an officer as compensation for services.

         On December 30, 2000, the Board of Directors extended the exercise
         periods of both Class "A" and Class "B" Common Stock purchase warrants
         through January 8, 2002.

         On January 3, 2001, 1,000,000 shares of common stock valued at $0.02
         per share were issued in exchange for legal services.

         On January 15, 2001, 4,204,634 shares of common stock valued at $0.02
         per share were issued to the former shareholders of the "Connect.ad,
         Inc." acquisition, in connection with that acquisition agreement.

         On February 15, 2001, 1,666,667 shares of common stock valued at $0.03
         per share were issued in exchange for $50,000 in capital subscribed on
         January 12, 2001.





                                       15
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


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

         The Company entered into a subscription agreement for the purchase of
         4,405,882 shares of common stock for $40,000 on November 4, 1998. At
         December 31, 2000, the Company had received payment in full and had
         issued the shares related to this subscription.

         The Company entered into a subscription agreement for the purchase of
         1,666,667 shares of common stock for $50,000 on January 12, 2001. At
         March 31, 2001, the Company had received payment in full and had issued
         the shares related to this subscription.

4.       LEASES:
         -------

         The Company rents office space in Palm Beach and Boca Raton, Florida.
         The total monthly rent is currently $3,514. The Company also rented
         office furniture and equipment on a month-to-month basis for $1,000
         from the president, an arrangement that was discontinued in March 2001
         when furniture and equipment was purchased.

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

         The Company and its subsidiaries file consolidated income tax returns.
         No provision has been made in the accompanying financial statements for
         income taxes payable because of the Company's operating loss from
         operations. At December 31, 1999, the Company had $3,342,743 of
         operating loss carry-forwards for financial reporting and income tax
         purposes available to offset future income taxes expiring through the
         year 2016. Net operating losses of $2,143,299 for the year ended
         December 31, 2000 will expire in 2016. Additionally, the Company has
         approximately $44,000 of research and development credits available to
         offset future income taxes through the year 2005. There can, however,
         be no assurance that the Company will have future operating profits.




                                       16
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


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

         At March 31, 2001, short-term debt consisted of the following:


                12% note payable to an officer,                 $231,925
                unsecured, due on demand.  Upon
                any default, the note becomes due
                immediately at an interest rate of
                18% per annum.

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

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

                Note payable to an officer, unsecured,             1,350
                due on demand, no interest rate                 --------
                specified.

                        Total short-term debt                   $402,503
                                                                ========

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

         The Company has a Stock Incentive Plan (the "Plan") that was
         established on April 1, 1998 and was registered in August 1998. The
         Plan contained 30,000,000 Option Shares, 15,000,000 Stock Awards, and
         15,000,000 shares of 144 Restricted Stock. In 1998, 7,325,000 shares
         were granted

          During the fourth quarter of 1999, the Company established the Safe
          Technologies International, Inc. - Year 2000 Stock Award Plan (the
          "Year 2000 Plan"). Pursuant to the Year 2000 Plan, the Company
          registered 30,000,000 shares of its common stock, to be awarded to
          eligible persons thereunder. During fiscal 1999, the Company granted
          18,770,764 shares of common stock to eligible persons under both the
          Plan and the Year 2000 Plan. At December 31, 2000, 6,924,003 shares
          were granted under the Plan.



                                       17
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


8.         EMPLOYMENT AGREEMENTS
           ---------------------

         The Company entered into an employment agreement dated January 30, 1997
         with Barbara Tolley, its president and CEO. The term of the agreement
         is for a period of two (2) years, commencing on February 9, 1998 and
         ending on February 9, 2000.

         On February 9, 2000, the contract was renewed for one (1) year with the
         same terms. The contract was not renewed on February 9, 2001.

         In consideration of the services performed, the Company paid a monthly
         salary of $10,000, payable in all cash, or half cash/half stock, all
         stock, or partial accrual, at the option of the employee.

         In addition, the agreement calls for the Company to provide additional
         employment benefits, which include automobile, insurance, telephone,
         dues and vacation.

9.       GOING CONCERN
         -------------

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

         As shown in the accompanying consolidated financial statements, the
         Company incurred a net loss of $217,695 during the quarter ended March
         31, 2001 and, as of that date, intangible assets represent 58% of total
         assets. The Company's sales volume decreased substantially from the
         quarter ended March 31, 2000 to 2001. Those factors, as well as the
         Company's reliance on the Internet industry, create an uncertainty
         about the Company's ability to continue as a going concern. Management
         has developed a plan to acquire businesses outside of the Internet
         industry, and is actively searching for acquisition targets in order to
         reduce the Company's reliance on any one business or industry. The
         ability of the Company to continue as a going concern is dependent on
         the success of this plan. The consolidated financial statements do not
         include any adjustments that might be necessary if the Company is
         unable to continue as a going concern.




                                       18
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                        (See Accountants' Review Report)


10.      PENDING LITIGATION

         An individual, who was a shareholder of INI (prior to its merger with
         Safe Tech), has brought a lawsuit against Safe Tech, its chairman and
         chief executive officer. He is claiming that he is entitled to more
         shares in the Company than he received pursuant to the merger of INI
         with Safe Tech. The Company is vigorously defending the lawsuit.

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

         Safe Technologies International Inc., formerly known as Safe Aid
Products Incorporated, (the "Company") concluded a productive First Quarter.

         First Quarter operations reflect the critical paths and philosophies
that the Company's Management has adopted and followed in the successful attempt
to structure operations to accommodate further growth in the succeeding quarters
of 2001. We achieved a number of basic objectives that should posture the
Company for future growth.

         We relocated the Company's corporate offices to another office building
within Palm Beach, Florida, in order to gain additional space and to consolidate
Management operations, gaining greater efficiency, control, and ease of
administration. The new office provides a user-friendly atmosphere for
accommodating meetings, groups, shareholders, and the like, as well as offers
ample parking.

         Also, during the First Quarter we made decisions which allow all key
Management personnel to devote more time to seeking and evaluating potential
company acquisitions that would meet the parameters of qualifications previously
established by Management. In seeking new acquisitions, less time has been
devoted to the evaluation of "Internet" companies as a result of seeing the
operating hazards many Internet companies operations have faced. While
maintaining, and continuing to engage in and be part of the Internet movement,
through the Company's wholly owned subsidiaries, the Company's focus and
emphasis will be toward more traditional operations, with good revenue
histories, while being in an industry of above-average growth potential.
Management's goal is to make three to four acquisitions this year.

         During the first quarter, another key element in Management's
directional planning was the decision to seek an appropriate merger partner with
one of our Internet subsidiaries. Management has long believed that if the right
company were to be located in a compatible business that such a merger would be
of great benefit for the Company and the Shareholders. On April 24, 2001, the
Company entered into a letter of intent with a private investment banker
representing a European Company "Pro:Con A/S" allowing Pro:Con A/S to merge with
one of the Company's subsidiaries. Terms of the Agreement are still being
negotiated at this time and when a definitive agreement is reached, the Company
will inform our Shareholders accordingly.


                                       19
<PAGE>



Comparison of the quarter ended March 31, 2001 ("Quarter 2001") and March 31,
2000 ("Quarter 2000"):

         Revenues were $74,180 for Quarter 2001 and were $166,335 for Quarter
2000, representing a decrease of 55%. Approximately $72,368 of the 2001 revenues
was derived from IAI. The balance of the 2001 revenues was from Connect.ad of
South Florida, Inc.

         Cost of Sales was $17,455 in Quarter 2001 compared to $12,222 in
Quarter 2000. This increase is attributable to our direct cost structure. Cost
of Sales in Quarter 2001 was completely attributable to IAI.

         Selling, general, and administrative expenses were $265,830 for Quarter
2001 compared to $218,092 for Quarter 2000. This is attributable to the ramping
up of operations in terms of personnel, additional depreciation on equipment and
systems, and amounts paid to outside consultants in upgrading and placing
on-line infrastructure for our continued growth.

RISK FACTORS

         The Company is engaged in the pursuit of commerce on the Internet
platform. This form of commerce involves many opportunities, as well as
significant risks, many of which are out of our control. Some of the risks we
face are as follows:

         Consumers, suppliers and advertisers may not accept our web site as a
valuable commercial tool, which would impair the growth of our business.

         For us to achieve the level of growth that we have projected,
consumers, suppliers, merchants and advertisers must accept our web site model
as a valuable commercial tool.

         Consumers who have historically purchased the various products offered
on our web sites using traditional commercial channels must change that behavior
and instead purchase through the Internet. Consumers frequently "surf" sites
like our sites in search of the various products offered and then ultimately
revert to the traditional purchase method. If this behavior is not shifted, we
may never achieve our anticipated growth.

         Similarly, suppliers, advertisers and merchants will also need to
accept and use our web site. In order for this to occur, suppliers, advertisers
and merchants will need to perceive our sites as efficient and profitable
channels of distribution for their products, and for expenditure of their
advertising budgets.

         In order to achieve the acceptance of consumers, suppliers, advertisers
and merchants contemplated by our business plan, we will need to make
substantial investments in technology and branding. We cannot, however, assure
you that these investments will be successful. Our failure to succeed in these
areas will hamper our ability to achieve our business plan.


                                       20
<PAGE>

         We expect there to be operating losses and negative cash flows.

         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 enhance our existing sites
and continue to launch new sites and deploy our business plan, we expect to
incur significant operating expenses particularly in the sales, marketing and
operations areas. These types of expenses will grow as we expand the scope and
reach of our operations. If our revenues do not grow as expected, or if our
actual expenses exceed our budgeted expenses, there could be a material adverse
effect on our business, operating results and financial condition. We will need
to raise additional funds through the issuance of equity, equity-related or debt
securities. If we are unable to obtain additional financing on reasonable terms
to enable the development of our business plan, we may never be able to
completely implement our on-line strategy.

         The success of our business will depend on continued growth of on-line
commerce and the Internet.

         Because we do not intend to provide our services through any commercial
medium other than the Internet, our future revenues and profits depend upon the
widespread acceptance and use of the Internet and on-line services as a medium
for commerce. Rapid growth in the use of the Internet and on-line services is a
recent phenomenon. This growth may not continue. A sufficiently broad base of
consumers may not accept, or continue to use, the Internet as a medium of
commerce. Demand for and market acceptance of recently introduced products and
services over the Internet involves a high level of uncertainty.

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

         Interruptions in service from third parties could impair the quality of
our service.

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

         Our success depends upon the development and maintenance of superior
technology systems and infrastructure.


                                       21
<PAGE>

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

         Our business is exposed to risks associated with on-line commerce
security and credit card fraud.

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

         Our success depends in large part upon the efforts of a few individuals
and our ability to attract, retain and motivate highly skilled employees.

         We depend substantially on the services and performance of our senior
management, particularly Michael Posner, our President; Barbara L. Tolley, our
Chairman and Chief Executive Officer; Michael Bhethana, our Chief Information
Officer; and Bradford L. Tolley, our Secretary, Treasurer and Vice President of
Investor Relations. 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.




                                       22
<PAGE>

                          PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         A former shareholder of INI, prior to its merger into the Company, has
brought a lawsuit in Palm Beach County, Florida, against the Company and Barbara
L. Tolley, Chairman and Chief Executive Officer of the Company, and formerly the
President of INI, claiming that he is entitled to more shares in the Company
than he received pursuant to the merger of INI into the Company. The Company and
Ms. Tolley deny the facts as asserted by Prouty and are vigorously defending the
lawsuit.

ITEM 2.  CHANGES IN SECURITIES.

         On March 7, 2001, the Company's Class A and Class B Warrants were
extended by the Board of Directors through January 9, 2002. Upon exercise, each
Class A Warrant entitles the holder to purchase one share of common stock for
$.20 per share and to receive one redeemable Class B Warrant. Upon exercise,
each Class B Warrant entitles the holder to purchase one share of common stock
for $.50 per share.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         There have been no changes in the securities of the Company during the
applicable period.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters have been submitted to a vote by security holders.


ITEM 5.  OTHER INFORMATION.

         Not applicable.


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

         (a)      Exhibits.

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


                                       23
<PAGE>

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

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

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

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

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

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

         16.2 Letter on Change in Certifying Accountants (filed as Exhibit 99.1
to the Company's Report on Form 8-K/A dated December 18, 2000, and incorporated
herein by this reference.

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


         (b)      Reports on Form 8-K.

         The Company filed two reports on Form 8-K during the quarter ended
March 31, 2001:

         (i)      The Company filed a report on Form 8-K on February 21, 2001;
                  and

         (ii)     The Company filed a report on Form 8-K on March 8, 2001.



                                       24
<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, 2001                         By: /s/ Michael Posner
     ----------------------------              ---------------------------------
                                                      (Signature)*




                                       25