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, 2005
                                                 --------------

[ ]      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.)


               123 NW 13 Street, Suite 30408, Boca Raton, FL 33432
            --------------------------------------------------------
                    (Address of principal executive offices)


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


            2875 S. Ocean Boulevard, Suite 104, Palm Beach, FL 33480
            --------------------------------------------------------
                   (Former address, changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 934,331,602 shares of common stock as
of August 10, 2005

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

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


                          PART I FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets ........................................  F-2

Consolidated Statements of Operations ..............................  F-3 to 4

Consolidated Statements of Stockholders' Equity ....................  F-5

Consolidated Statements of Cash Flows ..............................  F-6

Notes to Consolidated Financial Statements .........................  F-7-9




















                                      F-1

<PAGE>


                      Safe Technologies International, Inc.
                           Consolidated Balance Sheets
                    September 30, 2005 and December 31, 2004

<TABLE>
<CAPTION>
                                                                           2005           2004
                                                                       -----------    -----------
                                                                        Unaudited       Audited
<S>                                                                    <C>            <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                $    15,085    $    15,158
   Accounts receivable, net of allowance for doubtful accounts of
        $25,829 and $17,159 respectively                                     3,920          1,438
                                                                       -----------    -----------

            Total current assets                                            19,005         16,596
                                                                       -----------    -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                       22,677         22,677

        Less: Accumulated depreciation                                     (19,492)       (17,242)
                                                                       -----------    -----------

            Total property and equipment                                     3,185          5,435
                                                                       -----------    -----------

OTHER ASSETS
    Deposits                                                                 4,167          2,889
    Other assets, net                                                       51,945         51,945
                                                                       -----------    -----------

            Total other assets                                              56,112         54,834
                                                                       -----------    -----------

Total Assets                                                           $    78,302    $    76,865
                                                                       ===========    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                   $    18,421    $    22,239
    Accrued expenses                                                       173,227        112,255
    Notes and loans payable                                                932,739        838,739
    Deferred revenue                                                         1,575          3,021
                                                                       -----------    -----------

            Total current liabilities                                    1,125,962        976,254
                                                                       -----------    -----------

Total Liabilities                                                        1,125,962        976,254
                                                                       -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
    934,331,602 and 927,381,602 shares issued and outstanding at             9,345          9,274
    September 30, 2005 and December 31, 2004, respectively
    Additional paid-in capital                                           7,453,686      7,443,330
    Subscriptions received                                                  12,000         12,000
    Retained earnings (deficit)                                         (8,522,691)    (8,363,993)
                                                                       -----------    -----------

            Total stockholders' equity (deficit)                        (1,047,660)      (899,389)
                                                                       -----------    -----------

Total Liabilities and Stockholders' Equity (Deficit)                   $    78,302    $    76,865
                                                                       ===========    ===========
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-2

<PAGE>


                      Safe Technologies International, Inc.
                      Consolidated Statements of Operations
                The Nine months ended September 30, 2005 and 2004


<TABLE>
<CAPTION>
                                                            2005             2004
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $      24,914    $      40,858
                                                       -------------    -------------

          Net sales                                           24,914           40,858
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                        11,090           11,325
                                                       -------------    -------------

          Total cost of operations                            11,090           11,325
                                                       -------------    -------------

Gross Profit                                                  13,824           29,533
                                                       -------------    -------------

OPERATING EXPENSES

    General and administrative expenses                       92,550          272,068
                                                       -------------    -------------

          Total operating expenses                            92,550          272,068
                                                       -------------    -------------

Operating income (loss)                                      (78,726)        (242,535)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (79,972)         (64,385)
    Loss on Asset Retirement                                      --          (10,972)
                                                       -------------    -------------

          Total other income (expense)                       (79,972)         (75,357)
                                                       -------------    -------------

Loss before provision for income taxes                      (158,698)        (317,892)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $    (158,698)   $    (317,892)
                                                       =============    =============

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

Weighted average number of common shares outstanding     929,277,057      914,058,420
                                                       =============    =============
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                       F-3

<PAGE>


                      Safe Technologies International, Inc.
                      Consolidated Statements of Operations
               The Three months ended September 30, 2005 and 2004


<TABLE>
<CAPTION>
                                                            2005             2004
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $       7,180    $      11,738
                                                       -------------    -------------

          Net sales                                            7,180           11,738
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                         3,300            4,125
                                                       -------------    -------------

          Total cost of operations                             3,300            4,125
                                                       -------------    -------------

Gross Profit                                                   3,880            7,613
                                                       -------------    -------------

OPERATING EXPENSES

    General and administrative expenses                       26,836           27,864

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

          Total operating expenses                            26,836           27,864
                                                       -------------    -------------

Operating income (loss)                                      (22,956)         (20,251)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (28,100)         (22,490)


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

          Total other income (expense)                       (28,100)         (22,490)
                                                       -------------    -------------

Loss before provision for income taxes                       (51,056)         (42,741)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $     (51,056)   $     (42,741)
                                                       =============    =============

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

Weighted average number of common shares outstanding     934,331,602      928,566,602
                                                       =============    =============
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-4

<PAGE>


                      Safe Technologies International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>
                                    Number                      Additional
                                     of            Common        Paid-In          Subs.        Accumulated
                                   Shares          Stock         Capital        Received         Deficit
                               ------------    ------------   ------------   ------------   ------------
<S>                             <C>            <C>               <C>         <C>              <C>
BALANCE, December 31, 2003      888,506,602    $      8,885      7,255,618   $     12,000     (7,971,756)

Restricted shares issued for             --              --             --              0              0
compensation                     20,000,000             200         69,800              0              0
Stock based compensation         18,875,000             189        117,912              0              0
Net loss                                 --              --             --             --       (392,237)
                               ------------    ------------   ------------   ------------   ------------

BALANCE, December 31, 2004      927,381,602           9,274      7,443,330         12,000     (8,363,993)


Stock base compensation           6,950,000              69         10,356             --             --
Net loss                                 --              --             --             --       (158,698)
                               ------------    ------------   ------------   ------------   ------------

BALANCE, June 30, 2005          934,331,602           9,343      7,453,686         12,000     (8,522,691)
                               ============    ============   ============   ============   ============

</TABLE>















     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>



                      Safe Technologies International, Inc.
                      Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2005 and 2004

<TABLE>
<CAPTION>

                                                                           2005         2004
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       $(158,699)   $(317,892)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           2,250        2,247
    Bad debt expense                                                        6,188        2,000

    Loss on asset retirement                                                  -0-       10,972

    Stock based compensation                                               10,425      125,000
    Expenses paid by common stock                                             -0-       31,400
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                             (8,670)         768
    (Increase) decrease in other assets                                    (1,278)       1,386
    Increase (decrease) in accounts payable and accrued expenses           57,157      (43,689)
    Increase (decrease) in deferred revenue                                (1,446)        (600)
                                                                        ---------    ---------
Net cash provided (used) by operating activities                          (94,073)    (188,408)
                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                                0            0
                                                                        ---------    ---------
Net cash provided (used) by investing activities                                0            0
                                                                        ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases in shareholders loans                                        94,000      207,345
                                                                        ---------    ---------

Net cash provided (used) by financing activities                           94,000      207,345
                                                                        ---------    ---------

Net increase (decrease) in cash                                               (73)      18,937

CASH and equivalents, beginning of period                                  15,158        8,713
                                                                        ---------    ---------

CASH and equivalents, end of period                                     $  15,085    $  27,650
                                                                        =========    =========

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



     The accompanying notes are an integral part of the financial statements

                                       F-6

<PAGE>


                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Policies

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

         a) Principles of consolidation The consolidated financial statements
         include the accounts of Safe Technologies International, Inc. and its
         subsidiaries, Total Micro Computers, Inc., Connect.ad, Inc., Connect.ad
         Services, Inc. and Internet Associates International, Inc. All material
         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 years then ended. Actual results may differ from
         these estimates. Estimates are used when accounting for allowance for
         bad debts, collectibility of accounts receivable, amounts due to
         service providers, depreciation, litigation contingencies, among
         others.

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

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

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

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

          g) Fixed assets Fixed assets are recorded at cost. Depreciation is
          computed on the straight-line method, based on the estimated useful
          lives of the assets of generally five or ten years. Expenditures for
          maintenance and repairs are charged to operations as incurred.
          Depreciation expense was $2,996 for the year ended December 31, 2004
          and $2,250 for the nine months ended September 30, 2005, and 2004
          respectively.

          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.

                                       F-7

<PAGE>


                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies (Continued)

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

         j) Deferred revenue Deferred income arises in the normal course of
         business from the development of new web site contracts.

         k) Interim Statements. The financial statements for the nine and three
         months ending September 30, 2005 and 2004 are unaudited and include all
         the adjustments which in the opinion of management are necessary for a
         fair presentation, and such adjustments are of a normal and recurring
         nature. The results of operations for the nine and three months are not
         indicative of a full years 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 $8,471,000 with the
         latest expiring $ 578,000 $445,000, $589,200, $3,016,100 and $920,000
         at December 31, 2018, 2017, 2016, 2015 and 2014, respectively. The
         amount recorded as deferred tax asset as of September 30, 2005 is
         approximately $2,800,000, which represents the amount of tax benefit of
         the loss carry-forward. The Company has established a 100% valuation
         allowance against this deferred tax asset, as the Company has no
         history of profitable operations.

         The differences between Federal income tax rates and the effective
         income tax rates are:

                                                   September 30,   September 30,
                                                       2005            2004
                                                   -------------   -------------
             Statutory federal income tax rate          34%             34%
             Valuation allowance                        (34)           (34)
             Effective tax rate                          --             --


(3)      Stockholders' Equity

         The Company has authorized 999,999,000 shares of $.00001 par value
         common stock, with 927,381,602 shares issued and outstanding. Rights
         and privileges of the preferred stock are to be determined by the Board
         of Directors prior to issuance.

         In 2004, the company issued 20,000,000 shares of restricted stock ,
         valued at $ 70,000 for officers compensation and 18,875,000 of stock
         for services valued at 118,101.

         In May 2005, the company issued 6,950,000 shares of common stock valued
         at $10,450 for officers compensation that had been accrued .

(4)      Commitments and Contingencies

         The Company rents office space in Palm Beach, Florida under a lease
         that commenced December 2003 and expires November 2005. The total rent
         for 2004 was $16,850 and $10,975 for the nine months ended September,
         2005. Future lease expenses are approximately $4,026 in 2005. As of
         October 1, 2005 replacement space in Boca Raton, Florida will be leased
         for a term of one year ending October 31, 2006.

                                       F-8

<PAGE>


                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements


(5)      Short-Term Debt

         At September 30, 2005 and December 31, 2004, short-term debt consisted
         of the following:

<TABLE>
<CAPTION>

                                                                 September 30,       December 31,
                                                                    2005                 2004
                                                              ----------------    ------------------
<S>                                                           <C>                 <C>
12 % Notes and loans payable to a shareholder, and
related affiliates , unsecured, due on demand.  Upon any
default, the note becomes due immediately at an interest               932,739               838,739
rate of 18% per annum.


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

Total short-term debt                                         $        932,739    $          838,739
                                                              ================    ==================
</TABLE>

(6)      Going Concern

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company's financial
         position and operating results raise substantial doubt about the
         Company's ability to continue as a going concern, as reflected by the
         net loss of $ 158,698 for the nine months ended September 30, 2005
         $392,237 for the year ended December 31, 2004 and the total cumulative
         loss of approximately $8,500 ,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
         pursuing acquisitions of viable business's in conjunction with seeking
         additional capital to fund its planned operations.

(7)      Acquisitions Rescinded

         In January 2004, the Company consummated an agreement for 60% equity
         positions in Time Bytes Limited (a U.K. company) and affiliates Time
         Bytes International Inc. (a Delaware company ) and Sports Profile Ltd.
         (a U.K. company) The acquisition was executed pursuant to a stock
         purchase agreement dated December 30, 2003 between the Company and the
         major shareholder of Time Bytes Limited. This acquisition was
         subsequently rescinded. The company has issued 5,700,000 shares of
         common stock, valued at $ 39,900 for related services.

(8)      Recent Accounting Pronouncements

         In November 2004, the FASB issued Statement of Financial Accounting
         Standards (SFAS) No. 151, Inventory Costs, which clarifies the
         accounting for abnormal amounts of idle facility expense, freight,
         handling costs, and wasted material.

         In December 2004, the FASB issued SFAS No. 153, Exchanges of
         Nonmonetary Assets, which eliminates the exception for nonmonetary
         exchanges of similar productive assets and replaces it with a general
         exception for

                                       F-9

<PAGE>


         exchanges of nonmonetary assets that do not have commercial substance.
         We do not believe the adoption of SFAS No. 151 and 153 will have a
         material impact on our financial statements.

          In December 2004, the FASB issued SFAS No. 123(R), Share-Based
         Payment, which establishes standards for transactions in which an
         entity exchanges its equity instruments for goods or services. This
         standard requires a public entity to measure the cost of employee
         services received in exchange for an award of equity instruments based
         on the grant-date fair value of the award. This eliminates the
         exception to account for such awards using the intrinsic method
         previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be
         effective for interim or annual reporting periods beginning on or after
         June 15, 2005. We previously adopted the fair value recognition
         provisions of SFAS No. 123, Accounting for Stock-Based Compensation, on
         July 1, 2003 and have accounted for all awards granted to employees in
         recent years using the fair value recognition method.. Accordingly we
         believe SFAS No. 123(R) will not have a material impact on financial
         statements.












                                      F-10

<PAGE>


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

We are continuing our efforts to locate suitable acquisition candidates. While
we have reviewed a few candidates, none has yet been recommended by management
to our Board of Directors.

Internet Associates International, Inc., (IAI) the Company's sole active wholly
owned subsidiary, continued its operations during the first quarter without
material change.

COMPARISON OF THE PERIODS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

Revenues were $24,914 and $40,858, respectively, for the nine months ended
September 30, 2005 and 2004. The decrease in revenues is primarily a result of
increased competition for the services offered by IAI, our sole active
subsidiary.

Cost of Sales were $11,090 and $11,325, respectively, for the nine months ended
September 30, 2005 and 2004. This reflects a generally consistent level of
operating costs for IAI.

General and administrative expenses were $92,550 and $272,068, respectively, for
the nine months ended September 30, 2005 and 2004. The decrease reflects
reductions in management compensation and a reduction in travel and
entertainment expenses from the level incurred during the first half of 2004,
when we undertook a particularly aggressive effort to locate acquisition
candidates.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, we had a $1,106,957 working capital deficit, compared to
a $959,658 working capital deficit as of September 30, 2004. The increase of
$147,299 is primarily due to our operating at a loss while we search for
acquisition candidates. We will continue to have limited revenues while we look
for one or more suitable business combinations. We are essentially dependant, at
this time, on our primary shareholders to fund operating shortfalls. There can
be no assurance that our cash flow will increase in the near future, or that
revenues generated from our existing subsidiary operations will be sufficient to
allow us to pursue new profitable ventures.

                                       1

<PAGE>

Risk Factors.

OUR OPERATING SUBSIDIARY, IAI, IS ENGAGED IN PROVIDING SUPPORT TO THOSE INVOLVED
IN COMMERCE ON THE INTERNET PLATFORM. The viability of IAI's customers is
dependent upon their success in e-commerce. Customers unable to compete in
e-commerce may fail, and as a result, we would lose a customer. There is
significant competition among companies such as IAI that provide support
services to e-commerce, requiring IAI to provide an expected level of services
at a market price, and to obtain funding to market to new customers.

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. We expect to incur significant
operating expenses as we search for suitable businesses in which to become
involved. 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 may need to raise
additional funds through the issuance of equity, equity-related or debt
securities.

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 for disruption of ongoing
business, the inability to retain key technical and managerial personnel, the
inability of management to maximize our financial and strategic position through
the successful integration of acquired businesses, additional 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 we will be
successful in overcoming these risks or any other problems encountered in
connection with such business combinations, investments, joint ventures or other
strategic alliances.

A BUSINESS COMBINATION WOULD LIKELY REQUIRE THE AUTHORIZATION OF ADDITIONAL
STOCK AND/OR A REVERSE STOCK SPLIT. Either of these actions would require
majority shareholder approval. To date we have not sought such approval, and
there can be no assurance it could be obtained.

OUR SUCCESS DEPENDS IN LARGE PART UPON THE EFFORTS OF THE FEW INDIVIDUALS WHO
SERVE ON OUR BOARD AND AS MANAGEMENT, NONE OF WHOM ARE FULL TIME EMPLOYEES.
These individuals may not be able to fulfill their responsibilities adequately
and may not remain with us. The loss of the services of any of our directors and
officers could hurt our business.

OUR SHARES ARE CLASSIFIED AS "PENNY STOCK," WHICH WILL MAKE IT MORE DIFFICULT TO
SELL THAN EXCHANGE-TRADED STOCK. Our common stock is subject to the Securities
and Exchange Commission rule that imposes special sales practice requirements
upon broker-dealers that sell such securities to other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets
exceeding $5,000,000 or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of purchasers of our
securities to buy or sell in any market that may develop.

                                       2

<PAGE>

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks". A "penny stock" is any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the
Securities and Exchange Act of 1934, as amended. The rules may further affect
the ability of owners of our shares to sell their securities in any market that
may develop for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include: o control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;

     o    manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;

     o    "boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;

     o    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

     o    the wholesale dumping of the same securities by promoters and
          broker-dealers after prices have been manipulated to a desired level,
          along with the inevitable collapse of those prices with consequent
          investor losses.

CONCENTRATION OF OWNERSHIP MAY REDUCE THE CONTROL BY OTHER SHAREHOLDERS. Our two
largest shareholders own approximately 50% of our voting stock. As a result,
other investors in our common stock may not have much influence on corporate
decision-making.

OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
OF SHAREHOLDERS. In connection with any acquisition, we may issue additional
shares. Any additional issuances of common stock by us from our authorized but
unissued shares will have the effect of diluting the percentage interest of
existing shareholders.

WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE
FUTURE, WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY. We have not
paid dividends on our common stock and do not anticipate paying dividends on our
common stock in the foreseeable future. The board of directors has sole
authority to declare dividends payable to our stockholders. The fact that we
have not and do not plan to pay dividends indicates that we must use all of our
funds generated by operations for reinvestment in our operating activities.

IT IS POSSIBLE THAT WE MAY MAKE ONE OR MORE ACQUISITIONS IN THE INTERNATIONAL
MARKET. Any such acquisitions would expose us to political and economic
uncertainties, including, among other things, inflation , governmental
instability, transportation, tariffs, export controls, government regulation,
currency exchange rate fluctuations, foreign exchange restrictions that limit
the repatriation of investments and earnings, changes in taxation, hostilities
or confiscation of property. Changes related to these matters could have a
material adverse effect on the Company.

WE MAY BE SUBJECT TO DELAYS BECAUSE OF INTENTIONAL, CRIMINAL THIRD PARTY
INTERVENTION. Though we have taken several precautions to prevent any
disruptions from terrorist attacks and hackers, 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. Disruptions could materially adversely affect our revenues.

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<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

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

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and within the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

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.







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<PAGE>


                          PART II -- OTHER INFORMATION

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

         (a) Exhibits.

         31.1  Certification of principal executive officer

         31.2  Certification of principal financial officer

         32    Section 1350 Certification

         (b) Reports on Form 8-K.

                  None














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<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, 2005                   By: /s/ Randi Swatt
      --------------                          -------------------------------
                                              Randi Swatt,
                                              Chief Executive Officer













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