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 June 30, 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
incorporation or organization)                          Identification No.)

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

                                 (561) 832-2700

           ----------------------------------------------------------
                           (Issuer's telephone number)

           ----------------------------------------------------------
              (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: --------------

                                   854,026,599

                                   -----------

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Accountant's 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


<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 June 30, 2002 and the related consolidated statements of operations for the
quarters and six-month periods ended June 30, 2002 and 2001. We have also
reviewed the related statements of cash flows for the six-month periods ended
June 30, 2002 and 2001, as well as the related statements of changes in
stockholders' equity for the years ended December 31, 2001 and 2000, and for the
six-month period ended June 30, 2002. 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 June 30, 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.

July 31, 2002

                                       -1-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2002

ASSETS

CURRENT ASSETS
--------------
  Cash                                                           $ 26,770
  Accounts Receivable (net of allowance for doubtful accounts
       of $19,000)                                                 22,650
  Prepaid Expenses                                                  1,750
                                                                 --------

         TOTAL CURRENT ASSETS                                      51,170

PROPERTY & EQUIPMENT
--------------------
  Fixed assets (net of accumulated depreciation)                   84,437

OTHER ASSETS
------------
  Deposits                                                          7,378
  Investment in Internet Commerce, Inc.                            13,394
  Investment in All American Acquisitions Association, Inc.           192
  Goodwill, copyrights and trademarks (net of accumulated
     amortization)                                                302,893
                                                                 --------

         TOTAL OTHER ASSETS                                       323,857
                                                                 --------

TOTAL ASSETS                                                     $459,464
                                                                 ========

              See Accountants' Review Report and Accompanying Notes


                                       -2-

<PAGE>

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
-------------------
  Accounts Payable                                                 $    63,972
  Accrued Expenses                                                      82,985
  Notes Payable                                                        400,742
  Deferred Income                                                        4,515
                                                                   -----------

        TOTAL CURRENT LIABILITIES                                      552,214

SHAREHOLDERS' EQUITY
--------------------
  Common Stock, par value $0.00001, 999,999,000 shares authorized,
     859,026,599 shares issued and outstanding                           8,590
  Additional Paid-in Capital                                         7,109,367
  Accumulated Deficit                                               (7,210,707)
                                                                   -----------

                    TOTAL SHAREHOLDERS' EQUITY                         (92,750)
                                                                   -----------

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $   459,464
                                                                   ===========

              See Accountants' Review Report and Accompanying Notes


                                       -3-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001, AND
                   YEAR-TO-DATE THROUGH JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                    FOR THE QUARTERS ENDED     YEAR-TO-DATE THROUGH
                                                    JUNE 30       JUNE 30,      JUNE 30,     JUNE 30,
                                                      2002          2001          2002         2001
                                                   ---------     ---------     ---------     ---------
<S>                                                <C>           <C>           <C>           <C>
REVENUE

  Sales, Net of Customer Returns                  $   43,799    $   65,136    $   93,362    $  139,316

EXPENSES

  Cost of Goods Sold                                  (3,217)       10,477         2,476        27,932
                                                  -----------   -----------   -----------   -----------

               GROSS PROFIT                           47,016        54,659        90,886       111,384
                                                  -----------   -----------   -----------   -----------

  Selling, General and Administrative Expenses:
     Advertising and Promotion                         3,748         1,251         5,898         3,137
     Consulting Fees                                 107,567            --       116,550        84,093
     Depreciation and Amortization                    16,467        19,237        35,724        38,041
     Salaries and Benefits                                --       128,450         7,434       185,627
     Legal and Professional Services                  11,782        56,537        31,960       125,723
     Proxy and Broker Services                           750           808         1,580         1,715
     General and Administrative                       65,293        29,259        91,107        63,036
                                                  -----------   -----------   -----------   -----------

    TOTAL SELLING, GENERAL & ADMINISTRATIVE
           EXPENSES                                  205,607       235,542       290,233       501,372
                                                  -----------   -----------   -----------   -----------

OTHER INCOME & (EXPENSES)
   Interest Expense                                   (7,428)       (7,382)      (14,857)      (15,972)
  (Loss) on Sale of Subsidiary                       (52,192)           --       (48,442)           --
                                                  -----------   -----------   -----------   -----------

    TOTAL OTHER INCOME/(EXPENSES)                    (59,620)       (7,382)      (63,299)      (15,972)
                                                  -----------   -----------   -----------   -----------

NET (LOSS)                                        $ (218,211)   $ (188,265)   $ (262,646)   $ (405,960)
                                                  ===========   ===========   ===========   ===========

NET (LOSS) PER SHARE                              $(0.000258)   $(0.000232)   $(0.000313)   $(0.000500)
                                                  ===========   ===========   ===========   ===========
</TABLE>

              See Accountants' Review Report and Accompanying Notes


                                       -4-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL,INC.
                                AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                   AND FOR THE SIX MONTHS ENDED JUNE 30, 2002
<TABLE>
<CAPTION>

                                                                        Common Stock             Capital       Paid In
                                                                    Shares          Amount     Subscribed      Capital
                                                               ----------------------------------------------------------
<S>                                                             <C>                 <C>           <C>         <C>
Balance, December 31, 2000                                      805,605,299         $8,056        $    --     $6,599,060

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

Issuance of additional shares of common stock based on            4,204,634             42             --             --
   terms of "Connect.ad, Inc." acquisition agreement,
   January 15, 2001

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

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

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

Issuance of shares of common stock to an officer as               5,000,000             50             --         99,950
   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
                                                               ------------         ------        -------     ----------

                Sub-total                                       819,226,600         $8,193        $32,000     $6,803,965

[RESTUB]
                                                                 Accumulated
                                                                   Deficit          TOTAL
                                                               -------------------------------
Balance, December 31, 2000                                      $(6,358,891)       $248,225

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

Issuance of additional shares of common stock based on                   --              42
   terms of "Connect.ad, Inc." acquisition agreement,
   January 15, 2001

Issuance of shares of common stock in exchange for                       --          50,000
   capital subscribed, February 15, 2001

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

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

Issuance of shares of common stock to an officer as                      --         100,000
   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)                                                     --          15,000
                                                                ------------       --------
                Sub-total                                       $(6,358,891)       $485,267
</TABLE>

              See Accountants' Review Report and Accompanying Notes

                                       -5-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                     AND FOR THE QUARTER ENDED JUNE 30, 2002
<TABLE>
<CAPTION>

                                                                       Common Stock            Capital         Paid In
                                                                   Shares        Amount       Subscribed       Capital
                                                                ----------------------------------------------------------
<S>                                                             <C>            <C>            <C>             <C>
                 Sub-Total                                      819,226,600    $     8,193    $    32,000     $ 6,803,965

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

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

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

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

Net loss, December 31, 2001                                              --             --             --              --
                                                                ----------------------------------------------------------

Balance, December 31, 2001                                      829,326,599          8,293             --       6,930,865

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

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

                Sub-Total                                       831,526,599    $     8,315    $        --     $ 6,946,243

[RESTUB]

                                                                Accumulated
                                                                  Deficit          TOTAL
                                                               --------------------------------------
                 Sub-Total                                     $(6,358,891)    $   485,267

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

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

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

Issuance of shares of common stock in exchange for                      --              --
   capital subscribed in 2001, November 10, 2001

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

Balance, December 31, 2001                                      (6,948,061)         (8,904)

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

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

                Sub-Total                                      $ 6,946,243    $(6,948,061)    $     6,496
</TABLE>

              See Accountants' Review Report and Accompanying Notes


                                       -6-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                     AND FOR THE QUARTER ENDED JUNE 30, 2002
<TABLE>
<CAPTION>

                                                                       Common Stock            Capital         Paid In
                                                                   Shares        Amount       Subscribed       Capital
                                                                ----------------------------------------------------------
<S>                                                             <C>            <C>            <C>             <C>
                 Sub-Total                                      831,526,599    $     8,315    $        --     $ 6,946,243
Capital subscribed, per agreement dated January 1, 2002                  --             --         50,000              --

Issuance of shares of common stock for reduction of
  balance owed for legal services, February 2, 2002,
  ($0.007 per share)                                              1,000,000             10             --           6,690

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

Issuance of shares of common stock to an officer as
  compensation for services, May 2, 2002 ($0.0049
  per share)                                                     20,000,000            200             --          97,800

Issuance of shares of common stock in exchange for
  services, May 2, 2002 ($0.0049 per share)                       1,000,000             10             --           4,890

Issuance of shares of common stock in exchange for
  capital subscribed in 2002, May 2, 2002                           500,000             50        (50,000)         49,950

Net loss, June 30, 2002                                                  --             --             --              --
                                                               ------------------------------------------------------------
Balance, June 30, 2002                                         $859,026,599    $     8,590    $        --      $(7,109,367)

[RESTUB]

                                                                Accumulated
                                                                  Deficit          TOTAL
                                                               ---------------------------
                 Sub-Total                                     $(6,948,061)    $     6,496
Capital subscribed, per agreement dated January 1, 2002

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

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

Issuance of shares of common stock to an officer as
  compensation for services, May 2, 2002 ($0.0049
  per share)                                                        97,800          98,000

Issuance of shares of common stock in exchange for
  services, May 2, 2002 ($0.0049 per share)                          4,890           4,900

Issuance of shares of common stock in exchange for
  capital subscribed in 2002, May 2, 2002                               --              --

Net loss, June 30, 2002                                           (262,646)       (262,646)

Balance, June 30, 2002                                         $(7,210,707)      $ (92,750)
</TABLE>

              See Accountants' Review Report and Accompanying Notes

                                      -7-
<PAGE>

                     SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   YEAR-TO-DATE THROUGH JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                     YTD THROUGH
                                                                 JUNE 30,     JUNE 30,
                                                                   2002         2001
                                                                ---------     ---------
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                                    $(262,646)    $(405,960)
  Adjustments to Reconcile Net Loss to Net
    Cash Provided by Operating Activities:
      Depreciation and Amortization                                35,704        38,041
   Change in Assets and Liabilities
        (Increase) decrease in Accounts Receivable                (13,132)        2,743
        (Increase) decrease in Deposits                             1,823         3,689
        (Increase) decrease in Prepaid Expenses                    (1,750)           --
        (Increase) decrease in Other Assets                        77,220       120,000
        Increase (decrease) in Accounts Payable                    (5,276)       (1,784)
        Increase (decrease) in Accrued Expenses                     9,252        14,226
        Increase (decrease) in Shareholders' Loan                      --        14,500
                                                                ---------     ---------

                  NET CASH (USED) BY OPERATING
                          ACTIVITIES                             (158,805)     (214,545)
                                                                ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                              (2,032)      (18,892)
   Investment in Pro Con Systems, Inc.                            (13,394)           --
   Investment in Internet Commerce, Inc.                             (192)           --
                                                                ---------     ---------

                  NET CASH USED BY INVESTING
                          ACTIVITIES                              (15,618)      (18,892)
                                                                ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES

   (Decrease) in Notes Payable                                     (1,349)           --
   Increase in Common Stock                                           297            80
   Increase (Decrease) in Capital Subscribed                           --        50,000
   Increase in Additional Paid-in Capital                         178,503       174,014
                                                                ---------     ---------

                  NET CASH PROVIDED BY FINANCING
                          ACTIVITIES                              177,451       224,094
                                                                ---------     ---------

NET INCREASE (DECREASE) IN CASH                                     3,028        (9,343)

CASH, BEGINNING OF PERIOD                                          23,742        40,702
                                                                ---------     ---------

CASH, END OF PERIOD                                             $  26,770     $  31,359
                                                                =========     =========
</TABLE>

              See Accountants' Review Report and Accompanying Notes

                                       -8-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 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., 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.

         INTERIM FINANCIAL STATEMENETS:
            It is management's representation that all adjustments that are
            necessary for the interim financial statements not to be misleading
            have been included in the accompanying statements.

                                       -9-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 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 $3,748 and $1,251 for the quarters ended
            June 30, 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 June 30, 2002
            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 JUNE 30, 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 June 30, 2002 and 2001 was $4,515.

         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
            Internet Commerce, Inc. (f/k/a Pro Con Systems, Inc.), pursuant to
            the merger between Internet Commerce, Inc. (formerly a subsidiary of
            the Company) and ProCon Systems ApS, Inc., a Danish corporation (see
            Note 10). Internet Commerce, Inc. is a leading supplier of travel
            industry management software. The recoverability of the Company's
            investment in Internet Commerce, 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.

         INVESTMENT IN ALL AMERICAN ACQUISITIONS ASSOCIATION ,INC.:
            The Company owns 8,000,000 shares (8%) of the common stock of All
            American Acquisitions, Inc. ("AAAA", f/k/a Connect.ad of South
            Florida, Inc.), pursuant to the merger

                                      -11-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001
                        (See Accountants' Review Report)

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

         INVESTMENT IN ALL AMERICAN ACQUISITIONS ASSOCIATION ,INC. (CONTINUED).:

         between Connect.ad of South Florida (formerly a subsidiary of the
         Company) and AAAA, a Florida corporation (see Note 11). All American
         Acquisitions Association, Inc. is a private company with headquarters
         in Fort Lauderdale, Florida. The recoverability of the Company's
         investment in AAAA 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.

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 June 30, 2002, the Company had received payment in full and
         had issued the shares related to this subscription.

4.       LEASES:
         -------

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

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

         The Company and its subsidiaries file consolidated income tax returns.
         No provision has been made in the accompanying financial statements for
         income taxes payable because of the Company's operating loss from
         operations. At December 31, 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

                                      -12-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001
                        (See Accountants' Review Report)

5.       INCOME TAXES (CONTINUED):
         -------------------------

         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 June 30, 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.

                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
                due on demand, no interest rate specified.           -0-
                                                                --------
               Total short-term debt                            $400,742
                                                                ========


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.

                                      -13-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001
                        (See Accountants' Review Report)

7.       STOCK AWARDS (CONTINUED):
         -------------------------

         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.

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 $262,646 during the quarter ended June
         30, 2002 and, as of that date, intangible assets represent 66% of total
         assets. The Company's sales volume decreased substantially from the
         quarter ended June 30, 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 11) 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.

                                      -14-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001
                        (See Accountants' Review Report)

10.      INVESTMENT IN INTERNET COMMERCE, 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,
         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, and subsequently changed its name to Internet Commerce,
         Inc. As a result, the Company's balance sheet reflects an 8% minority
         interest in the surviving corporation.

11.      INVESTMENT IN ALL AMERICAN ACQUISITIONS ASSOCIATION, INC.
         ---------------------------------------------------------

         On May 24, 2002, the Company completed a merger agreement between one
         of its wholly-owned subsidiaries (Connect.ad of South Florida, Inc.)
         and All American Acquisitions Association, Inc., a Florida corporation
         headquartered in Fort Lauderdale, Florida.. Pursuant to the merger
         agreement, Connect.ad of South Florida, Inc. (the surviving
         corporation) changed its name to All American Acquisitions Association,
         Inc., effected a 1:400,000 split of its common stock and issued
         92,000,000 new shares to the former shareholders of All American
         Acquisitions Association, 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.

12.      RELATED PARTY TRANSACTIONS
         --------------------------

         During the quarter ended June 30, 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 June 30, 2002 and 2001 were $4,315 and $0, respectively.
         Total amounts owed to this company as of June 30, 2002 and 2001 were $0
         and $0, respectively.

                                      -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 June 30, 2002, the Company has one active
subsidiary: Internet Associates International, Inc. ("IAI"). Unless the context
otherwise requires, the term "Company" refers to the Company and IAI.

         The Company has confidence that our existing internet and e-commerce
subsidiary will provide an important niche service for small to medium-sized
businesses and that our subsidiary's management is entrepreneurial and flexible
enough to accommodate what is sure to be additional market shifts in this
burgeoning industry.

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

         During 2002, we have allowed key management personnel to devote more
time to seeking and evaluating potential mergers and acquisitions within the
qualification parameters previously established by our Board of Directors. In
seeking new mergers and 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
subsidiary, IAI, the Company's focus and emphasis will be to use its other
subsidiaries to merge with or acquire "brick and mortar" operations with good
revenue potential, and within industries of above-average growth potential.
Management has long believed that for the right company, in a business related
vertically or horizontally to that of the Company, a merger would be of great
benefit to the Company and its Shareholders.

                                      -16-

<PAGE>

         On March 27, 2002, the Company closed its first merger of an inactive
subsidiary by merging ProCon Systems, Inc. (ProCon) into our previously inactive
subsidiary, Internet Commerce, Inc. The subsidiary changed its name to ProCon
Systems, Inc., at the time of the merger. ProCon's Management however, has
recently decided to return to the name of Internet Commerce, Inc., which better
reflects the global industry reach of their target markets. As a result of this
merger, the Company owns an 8% equity position in Internet Commerce, Inc.

         Internet Commerce is a supplier of travel industry management software
and, among other things, has developed a new and upgraded product suite built on
Microsoft's .NET technology. Its management team has over 20 years of experience
in the industry, and is working rapidly to build its global distribution
network. To date, Internet Commerce has acquired a subsidiary in Singapore and
finalized negotiations concerning distribution agreements covering Southeast
Asia, including China. Internet Commerce is also 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. Internet Commerce 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 Internet Commerce
equity ownership position to the Company's shareholders.

         In April, 2002, the Company closed a merger pursuant to which All
American Acquisitions Association, Inc. (AAAA), a privately held company, into
Connect.ad of South Florida, Inc., another previously inactive subsidiary of the
Company. Pursuant to the merger, the Company owns 8% of the merged entity. As
with ProCon, AAAA 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.

         During the Second Quarter, the Company entered into a Letter of Intent
to acquire a minority ownership interest in Real Logic, Inc. (RELO), a Delaware
Corporation. Currently, RELO is a publicly reporting company with two principal
shareholders, Brad Tolley and Michael Posner, both of whom are affiliates of the
Company. RELO is focused on growth through acquisitions of advanced
technologies, and is based in Palm Beach, Florida. The Company intends to
purchase a minority equity position in RELO, based on what the Company considers
very favorable terms. At such time as RELO becomes a publicly traded company, a
portion of the Company's equity position would be distributed to the Company's
shareholders.

                                      -17-

<PAGE>

         Comparison of the quarter ended June 30, 2002 ("Quarter 2002") and June
30, 2001 ("Quarter 2001").

         Revenues were $43,799 for the second quarter of 2002 and were $65,136
for the second quarter of 2001, representing a decrease of 35%. The continued
reduction in revenues is a result of the continued economic downturn and the
overall slowing of the Company's business units. The Company believes, however,
that its retooling of its business focus may allow the Company to expand its
revenues in the future.

         Cost of Sales were $(3,217) in the second quarter of 2002, compared to
$10,477 in the second quarter of 2001. The decrease in Cost of Sales is a result
in part to reduced sales and in part to the Company's reversal of an entry of a
previously booked expense that the Company neither paid, nor expects to pay in
the future.

         Selling, general, and administrative expenses were $205,511 for the
second quarter of 2002 compared to $235,542 for the second quarter of 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 INTERNET SUBSIDIARIES' 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.

                                      -18-

<PAGE>

         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.

         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.

                                      -19-

<PAGE>

         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.

         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.

                                      -20-

<PAGE>

         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.

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 (filed as an
Exhibit to the Company's Periodic Report on Form 10-QSB filed May 15,2002, and
incorporated herein by this reference).

         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 (filed as an Exhibit to the Company's Periodic
Report on Form 10-QSB filed May 15, 2002, and incorporated herein by this
reference).

         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).

                                      -21-

<PAGE>

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

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

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

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

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

         21.1 Subsidiaries of the Company (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.

         (b) Reports on Form 8-K.

             The Company filed three reports on Form 8-K during the quarter
             ended June 30, 2002.

                  (i) The Company filed a report on Form 8-K on April 10, 2002
                  (ii) The Company filed a report on Form 8-K on April 22, 2002
                  (iii) The Company filed a report on Form 8-K on May 3, 2002

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

                                      -22-