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 September 30, 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: 885,826,599

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


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                 September 30,     December 31,
                                                                                     2003             2002
                                                                                  -----------      -----------
                                                                                  (unaudited)
<S>                                                                               <C>              <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                           $     6,356      $     1,940
   Accounts receivable, net of allowance for doubtful accounts of $20,000               4,465            4,762
                                                                                  -----------      -----------
            Total current assets                                                       10,821            6,702
                                                                                  -----------      -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                                 215,272          215,272

        Less: Accumulated depreciation                                               (175,323)        (153,681)
                                                                                  -----------      -----------
            Total property and equipment                                               39,949           61,591
                                                                                  -----------      -----------

OTHER ASSETS
    Deposits                                                                            3,065            7,292
    Other assets (net of amortization of $317,488 and $254,119, respectively)         217,066          290,435
                                                                                  -----------      -----------
            Total other assets                                                        220,131          297,727
                                                                                  -----------      -----------
Total Assets                                                                      $   270,901      $   366,020
                                                                                  ===========      ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                              $    41,314      $    89,358
    Accrued expenses                                                                   39,067           97,842
    Notes payable                                                                     562,229          400,741
    Deferred revenue                                                                        0                0
                                                                                  -----------      -----------
            Total current liabilities                                                 642,610          587,941
                                                                                  -----------      -----------
Total Liabilities                                                                     642,610          587,941
                                                                                  -----------      -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
       885,826,599 and 871,826,599 shares issued and outstanding at                     8,858            8,718
    September 30, 2003 and December 31, 2002, respectively                          7,244,846        7,150,380
Additional paid-in capital
    Subscriptions received                                                             12,000           12,000
    Retained earnings (deficit)                                                    (7,637,413)      (7,393,019)
                                                                                  -----------      -----------
            Total stockholders' equity (deficit)                                     (371,709)        (221,921)
                                                                                  -----------      -----------
Total Liabilities and Stockholders' Equity (Deficit)                              $   270,901      $   366,020
                                                                                  ===========      ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       2
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       Three Months Ended                 Nine Months Ended
                                                         September 30,                       September 30,
                                               --------------------------------      --------------------------------
                                                    2003               2002              2003                2002
                                               -------------      -------------      -------------      -------------
<S>                                            <C>                <C>                <C>                <C>
REVENUES                                       $      14,666      $      57,438      $      67,036      $     150,800

COST OF SALES                                          1,280                 63              9,447              2,539
                                               -------------      -------------      -------------      -------------
          Gross margin                                13,386             57,375             57,589            148,261
                                               -------------      -------------      -------------      -------------

OPERATING EXPENSES
   Advertising, Promotion and Marketing                2,799              3,026              3,044              8,924
   Consulting                                              0             33,880             12,684            150,430
   General and administrative                         88,517             60,714            168,126            160,835
   Amortization and depreciation                      15,518             17,947             43,261             53,651
   Legal and professional fees                        12,193             22,660             42,082             54,620
                                               -------------      -------------      -------------      -------------
          Total operating expenses                   119,027            138,227            269,197            428,460
                                               -------------      -------------      -------------      -------------
Operating income (loss)                             (105,641)           (80,852)          (211,608)          (280,199)
                                               -------------      -------------      -------------      -------------

OTHER INCOME (EXPENSE)
   Interest expense                                  (11,270)            (7,429)           (32,785)           (22,286)
   Gain (loss) on sale of subsidiary                       0             (6,794)                 0            (55,236)
                                               -------------      -------------      -------------      -------------
          Total other income (expense)               (11,270)           (14,223)           (32,785)           (77,522)
                                               -------------      -------------      -------------      -------------
Net income (loss)                              $    (116,911)     $     (95,075)     $    (244,393)     $    (357,721)
                                               =============      =============      =============      =============
Net loss per weighted average share, basic     $       (0.00)     $       (0.00)     $       (0.00)     $       (0.00)
                                               =============      =============      =============      =============
Weighted average number of shares                876,159,932        871,426,599        873,404,377        851,716,666
                                               =============      =============      =============      =============
</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
                                         SHARE S        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

Stock sold for 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)

Stock sold for 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 and liabilities     14,000,000            140         94,466              0              0          94,606
Net loss                                         0              0              0              0       (244,393)       (244,393)
                                       -----------    -----------    -----------    -----------    -----------     -----------
BALANCE, September 30, 2003
 (unaudited)                           885,826,599    $     8,858    $ 7,244,846    $    12,000    $(7,637,413)    $  (371,709)
                                       ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            2003         2002
                                                                         ---------     ---------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                        $(244,393)    $(357,721)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           95,010        53,651
    Expenses paid by common stock                                           94,606        18,900
Changes in operating assets and liabilities:

    (Increase) decrease in accounts receivable                                 297        (9,738)
    (Increase) decrease in deposits                                          4,227         1,645
    (Increase) decrease in other assets                                          0        77,804
    Increase (decrease) in accounts payable                                (48,044)      (10,178)
    Increase (decrease) in accrued expenses                                (58,775)       16,680
                                                                         ---------     ---------
Net cash provided (used) by operating activities                          (157,072)     (208,957)
                                                                         ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                           0        (2,825)
    (Increase) in Investments                                                    0        (6,792)
                                                                         ---------     ---------
Net cash provided (used) by investing activities                                 0        (9,617)
                                                                         ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease) in capital                                               0       198,240
    Increase (decrease) in shareholders' loans                             161,488         1,144
                                                                         ---------     ---------
Net cash provided (used) by financing activities                           161,488       199,384
                                                                         ---------     ---------
Net increase (decrease) in cash                                              4,416       (19,190)

CASH and equivalents, beginning of period                                    1,940        23,742
                                                                         ---------     ---------
CASH and equivalents, end of period                                      $   6,356     $   4,552
                                                                         =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of interest in cash                                              $       0     $       0
                                                                         =========     =========
Payment of income tax 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 nine months ended
                   September 30, 2003 and 2002 is unaudited)


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

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

         B) USE OF ESTIMATES The financial statements have been prepared in
         conformity with accounting principles generally accepted in the United
         States. In preparing the financial statements, management is required
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities as of the dates of the balance sheets and statements of
         operations for the 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 nine months 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 (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
                (Information with regard to the nine months ended
                   September 30, 2003 and 2002 is unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Management has determined that the goodwill, copyrights and trademarks
         reflected on the Company's balance sheet at September 30, 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 are expensed as costs are incurred.

         J) INTERIM FINANCIAL INFORMATION The financial statements for the nine
         months ended September 30, 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 nine 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 $7,637,000
         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 September 30, 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 885,826,599 shares issued and
         outstanding at September 30, 2003.

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

         In the third quarter of 2003 the company issued, to an officer of the
         company, 8,000,000 shares of restricted stock for services valued at $
         48,000. The company also issued 3,000,000 shares of common stock valued
         at $ 39,106 in settlement of legal services.

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


                                       7
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Information with regard to the nine months ended
                   September 30, 2003 and 2002 is unaudited)


(5) 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 $ 244,393 for the nine months ended
         September 30, 2003 and $445,000 and $589,200 for the years ended
         December 31, 2002 and 2001, respectively, and a total cumulative loss
         of $ 7,637,413. Additionally, at September 30 2003 the Company has
         negative working capital of about $ 630,000. 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.


(6) SHORT-TERM DEBT At September 30, 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.                     186,585


             Note  payable to an officer,  unsecured,  due on
             demand, no interest rate specified.                        28,087
                                                                      ---------

             Total short-term debt                                    $562,229
                                                                      =========

(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 nine months ended September 30, 2003 were $11,500 and no balance
         was due at that time.

(8) ACQUISITION
          In August 2, 2003, the company negotiated the purchased for 5,000,000
         shares of common stock, 60% of the outstanding common stock of
         ExpressAir Messenger Service, Inc., a California corporation engaged in
         providing same day integrated air and ground delivery of time sensitive
         parcels and documents. Finalization of the purchase and issuance of the
         stock evidencing the acquisition has been delayed due to technicalities
         in meeting post closing requirements and is currently in process of
         being corrected and settled. This acquisition and the related stock
         issuance has not been reflected on the financial statements as of
         September 30, 2003.

(9) STOCK AWARD PLAN
         The company had registered with the SEC, 30,000,000 shares of common
         stock under the Safe Technologies International Inc. - Year 2002 Stock
         Award Plan. As of September 30, 2003, 3,000,000 shares have been issued
         under this plan.


                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

Safe Technologies International Inc., a Delaware corporation (the Company), had
a very productive Third Quarter, continuing its efforts to build a multi-faceted
company serving the developing E-commerce economy. Specifically, with the
implementation of Phase One of our Two Year Plan, we closed on an acquisition
wherein the Company acquired a sixty percent equity position in a company
involved in a very promising industry.

In addition, the Company was introduced to another very promising company which
has agreements in place with a top media company in the United Kingdom. The one
year old company initiated its operations in the UK and has been very well
received in its first year. Their management is interested in expanding to the
United States, believing that their product will be widely accepted here in the
States. We are currently strategizing with them as to how we might best
structure a transaction in the interests of both parties.

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 225 Web
Hosting Customers. This number of web hosting customers is greatly reduced from
the number of customers in 1999, when the Company acquired IAI. In March 2002,
the Company severed its relationship with the former IAI management team and has
been supervising the subsidiary, directly, in order to try to save the remaining
Customer Accounts. We believe we have stabilized the remaining business, and we
have successfully been able to transfer all of IAI's Hosting Customer Accounts
to a new service provider. Management is continually on the look out for
potential acquisitions of other small Internet Hosting companies in this
specialized niche of Internet services, in order to grow IAI's revenues.

On August 2, 2003, the Company closed a Stock Purchase Agreement with Express
Air Messenger Service, Inc., a California company. Under the terms of the
Agreement, Express Air was to have delivered audited financial statements for
the two most recent years within thirty days of closing. To date, the audited
financial statements have not been received by the Company. Consequently, we
have deferred the exchange of stock with Express Air until receipt and
acceptance of the Express Air audited financial statements, and have not
reflected Express Air in the Company's financial statements.

                                       9
<PAGE>

Agenesis, Inc., the company in which SFAD owns 40,000,000 shares, with
20,000,000 shares to be distributed to SFAD Shareholders when a public market is
established, is still in the process of establishing a public market for its
stock. Agenesis has a Registration Statement filed and pending with the
Securities and Exchange Commission. The Company has assisted Agenesis in its
registration process by providing information in response to Securities and
Exchange Commission questions relative to the Company's subsidiary prior to its
merger with Agenesis. When the Agenesis Registration Statement becomes
effective, the Company will notify the Company's shareholders with regard to the
shares to be distributed to the Company's shareholders. In addition, within 90
days after Agenesis stock becomes publicly traded, the Company will receive
$100,000 under the terms of our agreement with Agenesis.

On April 10, 2003, ICI, Inc., a former wholly owned subsidiary of the Company,
filed a Registration Statement with the Securities and Exchange Commission as
their first step in seeking to become a publicly traded company. The
Registration Statement continues to be pending without any further filings being
made. ICI is currently in breach of its agreement with the Company and, since
the Company has made a substantial investment in this transaction, we intend to
seek recovery of our damages.

Changes in Management occurred during the Third Quarter. John W. Tolley,
Director, died on September 10, 2003. The Board has not yet filled the resulting
vacancy. Steve Durland, the Company's Chief Financial Officer, is also the chief
financial officer of Express Air. While we had believed this dual role would be
helpful in connection with the Company's acquisition of Express Air, conflicts
of interest have arisen in connection with Express Air's failure to timely
deliver its audited financial statements, and the Company felt that it was no
longer in the Company's best interests to retain Mr. Durland as CFO.

COMPARISON OF THE PERIODS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002

Revenues were $14,666 and $57,438 for the quarters ended September 30, 2003 and
2002, respectively, and $67,036 and $150,800 for the nine months ended September
30, 2003 and 2002, respectively. The decrease in revenues is primarily a result
of problems, including lack of cooperation, with the former internet service
provider for IAI which resulting, among other things, in our decision to
terminate the existing management of IAI and find a new internet service
provider.

Cost of Sales were $1,280 and $63 for the quarters ended September 30, 2003 and
2002, respectively, and $9,447 and $2,539 for the nine months ended September
30, 2003 and 2002, respectively. The increase reflects the Company's efforts to
rebuild IAI's operations.

Selling, general, and administrative expenses were $119,027 and $138,227 for the
quarters ended September 30, 2003 and 2002, respectively, and $269,197 and
$428,460 for the nine months ended September 30, 2003 and 2002, respectively.
The decrease is primarily as a result of the replacement of IAI management, and
the related IAI contractual obligations, as well the relocation of the Company's
office, with a concurrent reduction of rent expense.

                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company currently has limited revenues while it seeks to develop its
existing investments and looks for additional suitable business combinations.
The Company is essentially dependant, at this time, on its primary shareholder
to fund operating shortfalls. The Company intends to seek expansion capital for
its Express Air subsidiary through a private placement of either the Company's
or Express Air's stock. Management believes that eventually its investments in
the Agenesis and Express Air transactions will generate sufficient revenues to
attain profitability. There can be no assurance, however, that the Company's
cash flow will increase in the near future, or that the revenues eventually
generated from its existing investments will be sufficient to allow the Company
to pursue additional profitable ventures.

RISK FACTORS

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

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

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

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

As our operations grow in both size and scope, we will need to continually
upgrade our systems and infrastructure to offer our customers 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.

                                       11
<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 our operations and market
presence by entering into business combinations, investments, joint ventures or
other strategic alliances with third parties. Any such transaction would be
accompanied by risks commonly encountered in such transactions, which could
include, among others, the difficulty of assimilating the operations, technology
and personnel of the combined companies, the potential disruption of 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;
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.

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 its Chairman, who is currently serving as the Company's principal
financial officer, 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.

                                       12
<PAGE>

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 Chairman, 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 Chairman concluded that the Company's disclosure controls and procedures
were effective.

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

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         None.

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

         (a) Exhibits.

                  31.1     Sarbanes-Oxley Section 302 CEO certifications
                  31.2     Sarbanes-Oxley Section 302 CFO certifications
                  32.1     Sarbanes-Oxley Section 906 CEO certifications
                  32.2     Sarbanes-Oxley Section 906 CFO certifications

          (b) Reports on Form 8-K.

                  The Company filed a report on Form 8-K on July 23, 2003,
                  reporting the letter of intent entered into with Express Air.


                                       13
<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: November 14, 2003                   By: /s/ Michael Posner
                                          -------------------------
                                          Michael Posner, President