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, 2002

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

      For the transition period from _________________ to _________________

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

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


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


                  2875 S. Ocean Boulevard, 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:   833,026,599

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

<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


                                TABLE OF CONTENTS
                                                                            Page

Accountants' Review Report                                                  1

Consolidated Financial Statements:

         Balance Sheet                                                    2 - 3

         Statements of Operations                                           4

         Statement of Changes in Stockholders' Equity                     5 - 7

         Statements of Cash Flows                                           8

Notes to Consolidated Financial Statements                                9 - 15


                                       ii
<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, 2002 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, 2001. 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 8 to the
consolidated financial statements, the Company incurred significant losses
during the quarter ended March 31, 2002 and is primarily 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 8. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


May 1, 2002



                                      -1-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002


ASSETS

CURRENT ASSETS
--------------
  Cash                                                                  $ 40,402
  Accounts Receivable (net of allowance for doubtful accounts
       of $19,281)                                                        10,518
  Prepaid Expenses                                                         6,417
                                                                        --------

         TOTAL CURRENT ASSETS                                             57,337

PROPERTY & EQUIPMENT
--------------------
  Fixed assets (net of accumulated depreciation)                          94,868

OTHER ASSETS
------------
  Deposits                                                                 8,801
  Investment in Pro Con Systems, Inc.                                      3,750
  Goodwill, copyrights and trademarks (net of accumulated
     amortization)                                                       386,004
                                                                        --------

         TOTAL OTHER ASSETS                                              398,555
                                                                        --------

TOTAL ASSETS                                                            $550,760
                                                                        ========

              See Accountants' Review Report and Accompanying Notes


                                      -2-
<PAGE>


LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
-------------------
  Accounts Payable                                                  $    45,146
  Accrued Expenses                                                       76,447
  Notes Payable                                                         402,091
  Deferred Income                                                         4,515
                                                                    -----------

                      TOTAL LIABILITIES                                 528,199
                                                                    -----------

SHAREHOLDERS' EQUITY
--------------------
  Common Stock:  par value $0.00001, 999,999,000 shares authorized,       8,330
      833,026,599 shares issued and outstanding
  Subscribed Capital                                                     50,000
  Additional Paid-in Capital                                          6,956,727
  Accumulated Deficit                                                (6,992,496)
                                                                    -----------

                    TOTAL SHAREHOLDERS' EQUITY                           22,561
                                                                    -----------

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $   550,760
                                                                    ===========

              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, 2002 AND 2001



                                                        FOR THE QUARTERS ENDED
                                                        MARCH 31,      MARCH 31,
                                                          2002           2001
                                                        ---------     ---------

REVENUE
  Sales, Net of Customer Returns                        $  49,563    $   74,180

EXPENSES
  Cost of Goods Sold                                        5,693        17,455
                                                        ---------     ---------

               GROSS PROFIT                                43,870        56,725
                                                        ---------     ---------

  Selling, General and Administrative Expenses:
     Advertising and Promotion                              2,150         1,886
     Consulting Fees                                        8,983        84,093
     Depreciation and Amortization                         19,237        18,804
     Salaries and Benefits                                  7,434        57,177
     Legal and Professional Services                       20,178        69,186
     Proxy and Broker Services                                830           907
     General and Administrative                            25,814        33,777
                                                        ---------     ---------

     TOTAL SELLING, GENERAL & ADMINISTRATIVE
            EXPENSES                                       84,626       265,830
                                                        ---------     ---------

OTHER INCOME & (EXPENSES)
   Interest Expense                                        (7,429)       (8,590)
   Gain on sale of subsidiary                               3,750            --
                                                        ---------     ---------

      TOTAL OTHER INCOME/(EXPENSES)                        (3,679)       (8,590)
                                                        ---------     ---------

NET  (LOSS)                                             $ (44,435)   $ (217,695)
                                                        =========     =========

NET  (LOSS) PER SHARE                                  $(0.000053)   $(0.000268)
                                                        =========     =========

              See Accountants' Review Report and Accompanying Notes




                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                               SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                         AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                             AND FOR THE QUARTER ENDED MARCH 31, 2002

                                                       Common Stock           Capital       Paid In     Accumulated
                                                   Shares         Amount     Subscribed     Capital       Deficit          TOTAL
                                               -------------------------------------------------------------------------------------

<S>                                             <C>           <C>           <C>           <C>           <C>            <C>
Balance, December 31, 2000                      805,605,299   $     8,056   $        --   $ 6,599,060   $(6,358,891)   $   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 additional shares of common stock     4,204,634            42            --            --            --             42
   based on terms of "Connect.ad, Inc."
   acquisition agreement, January 15, 2001

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

Capital subscribed, per agreements dated                 --            --        32,000            --            --         32,000
 May 31, 2001

Issuance of shares of common stock for            1,000,000            10            --        19,990            --         20,000
   legal services, June 18, 2001
   ($0.02 per share)

Issuance of shares of common stock to             5,000,000            50            --        99,950            --        100,000
   an officer as  compensation for services,
   July 3, 2001 ($0.02 per share)

Issuance of shares of common stock to
   an officer as reimbursement for expenses,
   July 3, 2001 ($0.02 per share)                   750,000             8            --        14,992            --         15,000
                                               -------------------------------------------------------------------------------------

                Sub-total                       819,226,600   $     8,193   $    32,000   $ 6,803,965   $(6,358,891)   $   485,267



                                       See Accountants' Review Report and Accompanying Notes
</TABLE>

                                                                -5-

<PAGE>

<TABLE>
<CAPTION>
                                               SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                         AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                             AND FOR THE QUARTER ENDED MARCH 31, 2002

                                                      Common Stock           Capital         Paid In      Accumulated
                                                   Shares       Amount      Subscribed       Capital        Deficit       TOTAL
                                               ------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>            <C>           <C>            <C>
                 Sub-Total                      819,226,600   $     8,193   $    32,000    $ 6,803,965   $(6,358,891)   $   485,267

Issuance of shares of common stock to an            350,000             3            --          6,997            --          7,000
    officer as compensation for services,
    July 3, 2001 ($0.02 per share)

Capital subscribed, per agreements dated                 --            --        68,000             --            --         68,000
   September 5, 2001

Issuance of shares of common stock for legal      1,000,000            10            --         19,990            --         20,000
  services, November 6, 2001 ($0.02 per share)

Issuance of shares of common stock in exchange    8,749,999            87      (100,000)        99,913            --             --
   for capital subscribed in 2001, November
   10, 2001

Net loss, December 31, 2001                              --            --            --             --      (589,169)      (589,169)
                                               ------------------------------------------------------------------------------------

Balance, December 31, 2001                      829,326,599         8,293            --      6,930,865    (6,948,061)        (8,904)

Issuance of shares of common stock to an            200,000             2            --          1,398            --          1,400
   officer as compensation for services,
   January 3, 2002 ($0.007 per share)

Issuance of shares of common stock to an          2,000,000            20            --         13,980            --         14,000
   officer as compensation for services,
   January 8, 2002 ($0.007 per share)
                                               ------------------------------------------------------------------------------------

                Sub-Total                       831,526,599   $     8,315   $        --    $ 6,946,243   $(6,948,061)   $     6,496

                                       See Accountants' Review Report and Accompanying Notes
</TABLE>

                                                                -6-

<PAGE>

<TABLE>
<CAPTION>

                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                             AND FOR THE QUARTER ENDED MARCH 31, 2002

                                                 Common Stock            Capital      Paid In      Accumulated
                                             Shares        Amount      Subscribed     Capital        Deficit         TOTAL
                                          ------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>           <C>            <C>
                 Sub-Total                831,526,599   $     8,315   $        --   $ 6,946,243   $(6,948,061)   $     6,496

Capital subscribed, per agreement dated            --            --        50,000            --            --         50,000
January 1, 2002

Issuance of shares of common stock for      1,000,000            10            --         6,990            --          7,000
   reduction of balance owed for legal
   services, February 2, 2002,
   ($0.007 per share)

Issuance of shares of common stock for        500,000             5            --         3,495            --          3,500
   legal services, February 2, 2002
   ($0.007 per share) ($0.06 per share)

Net loss, March 31, 2002                           --            --            --            --       (44,435)       (44,435)





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

Balance, March 31, 2002                   833,026,599   $     8,330   $    50,000   $ 6,956,727   $(6,992,496)   $    22,561
                                          ====================================================================================



                                       See Accountants' Review Report and Accompanying Notes
</TABLE>

                                                                -7-


<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001


                                                         FOR THE QUARTERS ENDED
                                                          MARCH 31,    MARCH 31,
                                                            2002         2001
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                             $ (44,435)   $(217,695)
  Adjustments to Reconcile Net Loss to Net
    Cash Provided by Operating Activities:
      Depreciation and Amortization                         19,237       18,804
      Allowance for Doubtful Accounts                         (281)          --
   Change in Assets and Liabilities
       (Increase) decrease in Accounts Receivable             (719)      (2,250)
       (Increase) decrease in Deposits                         400        1,393
       (Increase) decrease in Prepaid Expenses              (6,417)          --
       Increase (decrease) in Accounts Payable             (24,102)      10,781
       Increase (decrease) in Accrued Expenses               2,713        7,110
       Increase (decrease) in Shareholders' Loan                --       16,500
                                                         ---------    ---------
                 NET CASH (USED) BY OPERATING
                         ACTIVITIES                        (53,604)    (165,357)
                                                         ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                       (1,886)     (17,980)
   Investment in Pro Con Systems, Inc.                      (3,750)          --
                                                         ---------    ---------
                 NET CASH (USED BY) INVESTING
                         ACTIVITIES                         (5,636)     (17,980)
                                                         ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in Common Stock                                     37           70
   Increase (Decrease) in Capital Subscribed                50,000           --
   Increase in Additional Paid-in Capital                   25,863      154,024
                                                         ---------    ---------
                 NET CASH PROVIDED BY FINANCING
                         ACTIVITIES                         75,900      154,094
                                                         ---------    ---------
NET INCREASE (DECREASE) IN CASH                             16,660      (29,243)

CASH, BEGINNING OF YEAR                                     23,742       40,702
                                                         ---------    ---------
CASH, END OF YEAR                                        $  40,402    $  11,459
                                                         =========    =========


              See Accountants' Review Report and Accompanying Notes

                                       -8-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (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 primarily 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
                  Safe Technologies International, Inc. and its subsidiaries
                  Total Micro Computers, Inc. (inactive), Connect.ad, Inc.
                  (inactive), 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 Technologies International, Inc. and its'
                  subsidiaries are recognized at the time the services are
                  rendered to customers. Services are rendered when the
                  Company's representatives receive the customers' requests and
                  complete the customers' 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.




                                       -9-

<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (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 $2,150 and $1,886 for the quarters
                  ended March 31, 2002 and 2001, 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.

                  Management has determined that the goodwill, copyrights and
                  trademarks reflected on the Company's balance sheet at
                  December 31, 2001 represent viable assets that, in the
                  foreseeable future, will generate sufficient cash flows to
                  recover their carrying amounts.

         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


                                      -10-
<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (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, 2002 and 2001 was $4,515,
                  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.

         Investment in Pro Con Systems, Inc.:
                  The Company owns 8,000,000 shares (8%) of the common stock of
                  Pro Con Systems, Inc. (f/k/a Internet Commerce, Inc.),
                  pursuant to its merger with ProCon Systems ApS, Inc., a Danish
                  corporation (see Note 10). Pro Con Systems, Inc. is a leading
                  supplier of travel industry management software. The
                  recoverability of the Company's investment in Pro Con Systems,
                  Inc. is dependent upon the future profitability of that
                  company or the underlying value of its assets. No provision
                  for the recoverability of the investment has been made in the
                  accompanying consolidated financial statements.

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.



                                      -11-
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (See Accountants' Review Report)


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

         In January 2002, the Company received $50,000 in deposit on a
         subscription agreement for the purchase of 5,000,000 shares of common
         stock. At March 31, 2002, the Company had received payment in full but
         had not 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, 2001, the Company had $6,616,746 of
         operating loss carry-forwards for financial reporting and income tax
         purposes available to offset future income taxes expiring through the
         year 2021. Net operating losses of $576,793 for the year ended December
         31, 2001 will expire in 2021. The net operating loss carryforwards will
         begin to expire in 2003. 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.

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

         At March 31, 2002, short-term debt consisted of the following:


         12% note payable to an officer,                       $231,513
         unsecured, due on demand.  Upon
         any default, the note becomes due
         immediately at an interest rate of
         18% per annum


                                      -12-
<PAGE>




                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (See Accountants' Review Report)



6.       NOTES PAYABLE (CONTINUED):
         --------------------------

             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                 $402,091
                                                              ========

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

         In April 1998, the Company adopted a stock option plan (the "Incentive
         Stock Plan") that was intended to provide incentives to, and awards
         for, certain eligible employees, officers, directors and consultants.
         The Company reserved 30,000,000 shares of common stock under this Plan,
         consisting of a maximum of 15,000,000 restricted stock grants and
         15,000,000 stock awards.

         In December 1999, the Company adopted a stock option plan called the
         Safe Technologies International, Inc. - Year 2000 Stock Award Plan (the
         "Year 2000 Stock Award Plan"). Pursuant to this plan, the Company
         registered 30,000,000 shares of its common stock, to be awarded to
         eligible persons thereunder.

         Under both plans, the Company awarded 3,000,000 shares of common stock
         in 2001, 14,450,000 shares in 2000, 18,770,764 in 1999 and 7,325,000 in
         1998 to its officers, directors and consultants.





                                      -13-
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (See Accountants' Review Report)


8.       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 $44,435 during the quarter ended March
         31, 2002 and, as of that date, intangible assets represent 73% of total
         assets. The Company's sales volume decreased substantially from the
         quarter ended March 31, 2001 to 2002. 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 (see Notes
         10 and 12) 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.

9.       PENDING LITIGATION
         ------------------

         An individual, who was a shareholder of INI (prior to its merger with
         Safe Tech), filed a lawsuit in June 2000 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. Management denies the claims asserted by
         the shareholder and is defending the lawsuit vigorously

10.      INVESTMENT IN PRO CON SYSTEMS, INC.
         -----------------------------------

         On March 27, 2002, the Company completed a merger agreement between one
         of its wholly-owned subsidiaries (Internet Commerce, Inc.) and ProCon
         Systems ApS, Inc., a Danish corporation that is a leading supplier of
         travel industry management software. Pursuant to the merger agreement,
         Internet Commerce, Inc. (the surviving corporation) changed its name to
         Pro Con Systems, Inc., effected a 1:80,000 split of its common stock
         and issued 92,000,000 new shares to the former shareholders of ProCon
         Systems ApS, Inc. which represented a 92% ownership interest in the
         merged company. As a result, the Company's balance sheet reflects an 8%
         minority interest in the surviving corporation.



                                      -14-
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
                        (See Accountants' Review Report)


11.      RELATED PARTY TRANSACTIONS
         --------------------------

         During the quarter ended March 31, 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
         quarters ended March 31, 2002 and 2001 were $9,306 and $0,
         respectively. Total amounts owed to this company as of March 31, 2002
         and 2001 were $3,454 and $0, respectively.


12.      SUBSEQUENT EVENTS
         -----------------

         On April 18, 2002, the Company finalized the terms of a merger
         agreement between one of its subsidiaries (Connect.ad of South Florida,
         Inc.) and All American Acquisition Associates, Inc. ("AAAA"). Under the
         terms of the agreement, the merged entity will retain the name "Connect
         Ad of South Florida, Inc."







                                      -15-



<PAGE>

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

         Safe Technologies International Inc., a Delaware corporation (the
Company), is continuing its efforts to build a multi-faceted company serving the
developing e-commerce industry. As of March 31, 2002, the Company has two active
subsidiaries: Internet Associates International, Inc., a Nevada corporation
(IAI) and Connect.ad, Inc., a Florida corporation (Connect.ad). Unless the
context otherwise requires, the term "Company" refers to the Company, IAI, and
Connect.ad.

         The Internet underwent substantial evolution from 2000 through 2002,
and the Company reassessed its outlook on the new paradigm for the e-commerce
industry. Many companies built around the internet and e-commerce experienced,
and continue to experience, severe setbacks. While the Company experienced
frustration in its efforts to acquire additional operating businesses, the
Company stayed with its plan of controlled, fiscally-responsible growth, and so
avoided the drastic economic fluctuations experienced by other internet-based
companies. The Company has confidence that our existing internet and e-commerce
subsidiaries will provide important niche services for small to medium-sized
businesses and that our subsidiaries' management is entrepreneurial and flexible
enough to accommodate what is sure to be additional market shifts in this
burgeoning industry.

         First Quarter operations reflect the critical paths and philosophies
that the Company's Management has adopted and followed in order to structure
operations to accommodate growth. We achieved a number of fundamental objectives
that should posture the Company for future growth, and are planning the next
phase of our evolution.

         During the First Quarter we also made decisions that allow all key
Management personnel to devote more time to seeking and evaluating potential
acquisitions within the qualification parameters previously established by
Management. In seeking new acquisitions, less time has been devoted to the
evaluation of Internet companies because of the operating hazards many Internet
companies operations have faced. While continuing to be involved in the
migration of commerce to the Internet arena, through the Company's wholly-owned
subsidiaries, the Company's focus and emphasis will be to acquire "brick and
mortar" operations with good revenue histories, within an industry of
above-average growth potential. Management's goal is to make three to four
acquisitions in the next year that will increase earnings.

                                      -16-
<PAGE>


         Another key element in Management's directional planning was the
decision to seek an appropriate merger partner for our currently inactive
subsidiaries. Management has long believed that for the right company, in a
compatible business, such a merger would be of great benefit to the Company and
its Shareholders. On March 27, 2002, the Company closed a merger of ProCon
Systems, Inc. (ProCon) into our previously inactive subsidiary, Internet
Commerce, Inc., which formally changed its name to ProCon Systems, Inc. As a
result, the Company owns 8% of ProCon.

         ProCon is a supplier of travel industry management software and, among
other things, has developed a new and upgraded product suite built on
Microsoft.net technology. Its management team has over 20 years of experience in
the industry, and is rapidly building its distribution network. To date, ProCon
has acquired a subsidiary in Singapore and finalized negotiations concerning
distribution agreements covering Southeast Asia, including China. Also, ProCon
is in the final stages of establishing distribution agreements covering the
Pacific Region, has begun negotiations concerning the takeover of two entites in
Europe, is in the process of establishing a subsidiary in Denmark, and is
pursuing the establishment of a presence in the United States. ProCon intends to
establish a public market for its stock in the United States. In connection
with establishing such a market, the Company intends to distribute a portion of
its ProCon ownership to the Company's shareholders. Further details will be
announced when there are more concrete details.

         On March 25, 2002, the Company entered into a Merger Agreement to merge
All American Acquisition Associates, Inc. (AAAA), a privately held company, into
Connect.ad of South Florida, Inc., another currently inactive subsidiary of the
Company. Pursuant to the merger, the Company will own 8% of the merged entity.
As with ProCon, the merged entity intends to establish a public market for its
stock and, in connection with establishing such a market, the Company intends to
distribute a portion of its AAAA ownership to the Company's shareholders.
Further details will be announced when there are more concrete details.

         On March 5, 2002, Randi Swatt, President of IAI, and one of the former
founders of IAI, notified the Company that she was resigning her position as
President. Mrs. Melanie Fitzpatrik has assumed the position of President of IAI.

         Comparison of the quarter ended March 31, 2002 ("Quarter 2002") and
March 31, 2001 ("Quarter 2001").

         Revenues were $49,563 for Quarter 2002 and were $74,180 for Quarter
2001, representing a decrease of 67%. Most of the Quarter 2002 revenues were
derived from IAI. The balance of the Quarter 2002 revenues was from Connect.ad
of South Fla., Inc.



                                      -17-
<PAGE>



         Cost of Sales were $5,693 in Quarter 2002 compared to $17,455 in
Quarter 2001. The decrease in Cost of Sales is a result of reduced sales. Cost
of Sales in Quarter 2002 were $0 for ICI, $5,693 for IAI and $0 for Connect.ad
of South Fla., Inc.

         Selling, general, and administrative expenses were $87,089 for Quarter
2002 compared to $265,830 for Quarter 2001. The decrease in selling, general,
and administrative expenses is a result of lower sales as well as significant
cost savings from a strategic refocus of organizational resources.

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 OUR 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.

         THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED GROWTH OF ON-LINE
COMMERCE AND 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 processing of
transactions on our web sites. In addition, the Internet could lose its
viability because of delays in the development of 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.


                                      -18-
<PAGE>


         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 a 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. 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 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.

         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 securely confidential
information such as customer credit card numbers, 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.

         WE MAY BE SUBJECT TO DELAYS 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.


                                      -19-
<PAGE>


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

         WE DEPEND UPON THE EFFORTS OF A FEW INDIVIDUALS AND EMPLOYEES, AND OUR
ABILITY TO ATTRACT, RETAIN AND MOTIVATE HIGHLY SKILLED EMPLOYEES. We depend
substantially on the services and performance of our senior management,
particularly Barbara L. Tolley, our Chairman; Michael Posner, our President;
Michael Bhethana, our Chief Information Officer; and Brad L. Tolley, our
Secretary and Treasurer. These individuals may not be able to fulfill their
responsibilities adequately and may not remain with us. The loss of the services
of any executive officers or other key employees could hurt our business.

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

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         In June, 2000, a former shareholder of Intelligence Network
International, Inc. (INI) prior to its merger into the Company, brought a
lawsuit in Palm Beach County, Florida, against the Company and Barbara L.
Tolley, Chairman 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 the shareholder and are vigorously defending the lawsuit. There have
been no material developments in the First Quarter.


                                      -20-
<PAGE>


ITEM 2.  CHANGES IN SECURITIES.

         The Company's Class A and Class B Warrants were extended by the Board
of Directors through January 8, 2003. 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 during the period 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.

         2.1 Merger Agreement by and between ProCon Systems ApS and Internet
Commerce, Inc., including related Addenda, Exhibits and Schedules

         2.2 Merger Agreement by and between All American Acquisition
Associates, Inc. and Connect.ad of South Florida, Inc., including related
Addenda, Exhibits and Schedules

         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).

         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).


                                      -21-
<PAGE>


         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).

         21.1 Subsidiaries of the Company [amended] (filed originally 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, and amended herein by this
exhibit).

         (b)      Reports on Form 8-K.

                  The Company filed no reports on Form 8-K during the quarter
ended March 31, 2002.


                                      -22-
<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, 2002                      By: /s/ Michael Posner
        ------------------                    ------------------
                                                 (Signature)



                                      -23-