================================================================================

                                  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, 2007
                                                 -------------

[ ]      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)


                   -------------------------------------------
                   (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. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 932,631,602 shares of common stock as
of August 1, 2007

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

================================================================================
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Consolidated Financial Statements:
         Consolidated Balance Sheets                                        3
         Consolidated Statements of Operations                              4-5
         Consolidated Statements of Changes in Stockholders' Equity         6
         Consolidated Statements of Cash Flows                              7
Notes to Consolidated Financial Statements                                  8-11

                                       2
<PAGE>
                      Safe Technologies International, Inc.
                           Consolidated Balance Sheets
                       June 30, 2007 and December 31, 2006
<TABLE>
<CAPTION>
                                                                               June 30,       December 31,
                                                                                 2007             2006
                                                                             -----------      ------------
                                    ASSETS                                    Unaudited         Audited
<S>                                                                          <C>              <C>
CURRENT ASSETS
   Cash                                                                      $    11,971      $     9,948
   Accounts receivable, net of allowance for doubtful accounts of
   $2,250 and $1,500 at June 30, 2007 and December 31, 2006 respectively             962            4,003
                                                                             -----------      -----------
      Total current assets                                                        12,933           13,951
                                                                             -----------      -----------
PROPERTY AND EQUIPMENT
   Furniture, fixtures, and equipment                                              6,801            6,801
   Less: Accumulated depreciation                                                 (6,801)          (6,801)
                                                                             -----------      -----------
      Total property and equipment                                                    --               --
                                                                             -----------      -----------
OTHER ASSETS
   Deposits                                                                          852              893
                                                                             -----------      -----------
      Total other assets                                                             852              893
                                                                             -----------      -----------
Total Assets                                                                 $    13,785      $    14,844
                                                                             ===========      ===========
             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           2,788            2,912
   Notes and loans payable                                                     1,442,308        1,255,934
   Accrued Interest                                                               82,974          143,875
   Deferred revenue                                                                  270            1,300
                                                                             -----------      -----------
      Total current liabilites                                                 1,528,340        1,404,021
                                                                             -----------      -----------
Total liabilites                                                               1,528,340        1,404,021
                                                                             -----------      -----------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $.00001 par value, 999,999,000 shares authorized;                 9,326            9,326
   932,631,602 shares issued and outstanding at
   June 30, 2007 and December 31, 2006, respectively
   Additional paid-in capital                                                  7,441,803        7,441,803
   Subscriptions received                                                         12,000           12,000
   Accumulated (Losses)                                                       (8,977,684)      (8,852,306)
                                                                             -----------      -----------
      Total stockholders' equity (deficit)                                    (1,514,555)      (1,389,177)
                                                                             -----------      -----------
Total Liabilities and Stockholders' Equity (Deficit)                         $    13,785      $    14,844
                                                                             ===========      ===========
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                       3
<PAGE>
                      Safe Technologies International, Inc.
                      Consolidated Statements of Operations
                     Six months ended June 30, 2007 and 2006
<TABLE>
<CAPTION>
                                                              2007               2006
                                                         -------------      -------------
                                                           Unaudited          Unaudited
<S>                                                      <C>                <C>
REVENUES

   Sales, net of customer returns                        $       6,957      $      12,189
                                                         -------------      -------------

      Net sales                                                  6,957             12,189
                                                         -------------      -------------

COST OF OPERATIONS

   Cost of operations                                            6,600              6,600
                                                         -------------      -------------

      Total cost of operations                                   6,600              6,600
                                                         -------------      -------------

Gross Profit                                                       357              5,589
                                                         -------------      -------------

OPERATING EXPENSES

   Selling, general and adminstrative expenses                  42,761             49,799

                                                         -------------      -------------
      Total operating expenses                                  42,761             49,799
                                                         -------------      -------------

Operating income (loss)                                        (42,404)           (44,210)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)

   Interest expense                                            (82,974)           (70,209)
                                                         -------------      -------------

      Total other income (expense)                             (82,974)           (70,209)
                                                         -------------      -------------

Loss before provision for income taxes                        (125,378)          (114,419)
Income taxes                                                        --                 --
                                                         -------------      -------------

Net income (loss)                                        $    (125,378)     $    (114,419)
                                                         =============      =============

Net income (loss) per common share, basic                $          (0)     $          (0)
                                                         =============      =============

Weighted average number of common shares outstanding       932,631,602        932,631,602
                                                         =============      =============
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                       4
<PAGE>
                      Safe Technologies International, Inc.
                      Consolidated Statements of Operations
                    Three months ended June 30, 2007 and 2006
<TABLE>
<CAPTION>
                                                             2007               2006
                                                         -------------      -------------
                                                           Unaudited          Unaudited
<S>                                                      <C>                <C>
REVENUES

   Sales, net of customer returns                        $       4,005      $       5,636
                                                         -------------      -------------

      Net sales                                                  4,005              5,636
                                                         -------------      -------------

COST OF OPERATIONS

   Cost of operations                                            3,300              3,300
                                                         -------------      -------------

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

Gross Profit                                                       705              2,336
                                                         -------------      -------------

OPERATING EXPENSES

   Selling, general and adminstrative expenses                  23,785             27,646

                                                         -------------      -------------
      Total operating expenses                                  23,785             27,646
                                                         -------------      -------------

Operating income (loss)                                        (23,080)           (25,310)
                                                         -------------      -------------

OTHER INCOME (EXPENSE)

   Interest expense                                            (42,833)           (35,427)
                                                         -------------      -------------

      Total other income (expense)                             (42,833)           (35,427)
                                                         -------------      -------------

Loss before provision for income taxes                         (65,913)           (60,737)
Income taxes                                                        --                 --
                                                         -------------      -------------

Net income (loss)                                        $     (65,913)     $     (60,737)
                                                         =============      =============

Net income (loss) per common share, basic                $          (0)     $          (0)
                                                         =============      =============

Weighted average number of common shares outstanding       932,631,602        932,631,602
                                                         =============      =============
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                       5
<PAGE>
                      Safe Technologies International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit)
                                  June 30, 2007
<TABLE>
<CAPTION>
                                            Number                     Additional
                                              of          Common        Paid-In           Subs.       Accumulated
                                            Shares         Stock        Capital         Received        Deficit
                                         -----------      ------      ------------      --------      -----------
<S>                                      <C>              <C>         <C>                <C>          <C>
   BALANCE, December 31, 2005            932,631,602       9,326       7,441,803          12,000       (8,617,060)

      Net loss-Year Ending Dec. 31 2006                                                                  (235,246)

   BALANCE, December 31, 2006            932,631,602       9,326       7,441,803          12,000       (8,852,306)

      Net loss for the six months                                                                        (125,378)
          ending June 30, 2007

                                         -----------      ------      ----------         -------      -----------
   BALANCE, June 30, 2007                932,631,602      $9,326      $7,441,803         $12,000      $(8,977,684)
                                         ===========      ======      ==========         =======      ===========
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                       6
<PAGE>
                      Safe Technologies International, Inc.
                      Consolidated Statements of Cash Flows
                 For the Six Months Ended June 30, 2007 and 2006
<TABLE>
<CAPTION>
                                                                       2007           2006
                                                                    ---------      ---------
                                                                    Unaudited      Unaudited
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                   $(125,378)     $(114,419)
Adjustments to reconcile net (loss) to net cash provided by
operating activities:
   Bad debt expense                                                       750          4,600

Changes in operating assets and liabilites:
   (Increase) decrease in accounts receivable                           2,291         (3,152)
   (Increase) decrease in other assets                                     41         (8,000)
   Increase (decrease) in accounts payable and accrued expenses        82,849         59,459
   Increase (decrease) in deferred revenue                             (1,030)        (1,103)
                                                                    ---------      ---------

Net cash provided (used) by operating activities                      (40,477)       (62,615)
                                                                    ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in shareholders loans                                      42,500         60,000
                                                                    ---------      ---------

Net cash provided (used) by financing activities                       42,500         60,000
                                                                    ---------      ---------

Net increase (decrease) in cash                                         2,023         (2,615)
CASH and equivalents, beginning of period                               9,948          4,294
                                                                    ---------      ---------

CASH and equivalents, end of period                                 $  11,971      $   1,679
                                                                    =========      =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of taxes in cash                                            $      --      $      --
                                                                    =========      =========
Expenses paid with common stock                                     $      --      $      --
                                                                    =========      =========
Payment of interest in cash                                         $      --      $      --
                                                                    =========      =========
</TABLE>

    The accompanying notes are an intergral part of the financial statements

                                       7
<PAGE>
                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies
         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.

         Basis of presentation
         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions to Form
         10-QSB and Item 310(b) of Regulation S-B. Accordingly, the financial
         statements do not include all of the information and footnotes required
         by generally accepted accounting principles for complete financial
         statements. In the opinion of management, all adjustments considered
         necessary for a fair presentation have been included and such
         adjustments are of a normal recurring nature. These consolidated
         financial statements should be read in conjunction with the financial
         statements for the year ended December 31, 2006 and notes thereto
         contained in the Report on Form 10-KSB of Safe Technologies
         International Inc. and Subsidiaries as filed with the Securities and
         Exchange Commission . The results of operations for the six months
         ended June 30, 2007 are not necessarily indicative of the results for
         the full fiscal year ending December 31, 2007.

         Principles of consolidation-
         The consolidated financial statements are prepared in accordance with
         generally accepted accounting principles in the United States of
         America ("US GAAP"). 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
         inter-company 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. Quarterly hosting fees are charged in
         advance, and recognized as earned.

                                       8
<PAGE>
                        Safe Technologies International,
                 Inc. Notes to Consolidated Financial Statements

         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.

(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 and advance payments for
         services.

         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. Fixed assets were fully
         depreciated for the year ended December 31, 2006

         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.

                                       9
<PAGE>
                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements

(2) 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 $ 125,378 for the six months ended June 30, 2007, $ 253,246
         for the year December 31, 2006, and the total cumulative loss of
         approximately $8,977,684. The ability of the Company to continue as a
         going concern is dependent upon developing sales and obtaining
         additional capital and financing. The company has nominal operations
         and is currently being funded by the majority stockholder 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.

(3) 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 at December 31 2006 of
         approximately $ 6,900,000 with the latest expiring $ 236,000, $
         418,000, $ 368,000, $ 435,000, and $576,000 at December 31, 2021, 2000,
         2019, 2018 and 2017, respectively. The Company has established a 100%
         valuation allowance against this deferred tax asset, as the Company has
         no history of profitable operations.

(3) Income Taxes Continued.

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

                                             June 30, 2007    December 31, 2006
         Statutory federal income tax rate        34%                  34%
         Valuation allowance                     (34)                 (34)
         Effective tax rate                       --                   --

(4) Stockholders' Equity.
         The Company has authorized 999,999,000 shares of $.00001 par value
         common stock, with 932,631,602 shares issued and outstanding. Rights
         and privileges of the preferred stock are to be determined by the Board
         of Directors prior to issuance.

(5) Commitments and Contingencies.-
         The Company rents office space in Boca Raton, Florida under an annual
         lease that commenced in October 2005. The total rent for 2006 was
         $5,155 and $2,684 for the six months ended June 30, 2007. Future lease
         expenses are approximately $ 2,684 in 2007.

                                       10
<PAGE>
                      Safe Technologies International, Inc.
                   Notes to Consolidated Financial Statements

(6) Short-Term Debt.
         At June 30, 2007 and December 31, 2006, total short-term debt consisted
         of the following:
<TABLE>
<CAPTION>
                                                                    June 30,      December 31,
                                                                      2007           2006
                                                                  -----------     ------------
<S>                                                               <C>             <C>
         12% Notes and Loans payable to a shareholder
         and related affiliates, unsecured, and due upon
         demand.  Upon default, the notes become due              $1,,442,308     $1,255,934
                                                                  -----------     ----------
         immediately at an interest rate of 18%

         Total short-term notes                                    $1,442,308     $1,255,934
                                                                   ==========     ==========
</TABLE>

         Interest expense for 2006 was $ 137,593 and $82,974 for the six months
         ended June 30, 2007. All the balances were unpaid and accrued. The 2006
         accrued interest balance had been added to the principle balance as of
         January 1, 2007.

(7) Recent Accounting Pronouncements
         In September 2006, the FASB issued SFAS No. 157, Fair Value
         Measurements ("SFAS No. 157"), which defines fair value, establishes a
         framework for measuring fair value in generally accepted accounting
         principles and expands disclosures about fair value measurements. SFAS
         No. 157 is effective for fiscal years beginning after November 15,
         2007, and interim periods within those fiscal years. The Company is
         currently assessing the impact the adoption of SFAS No. 157 will have
         on its consolidated financial position and results of operations.

         In June 2006, the FASB issued Interpretation No. 48, Accounting for
         Uncertainty in Income Taxes: An Interpretation of FASB Statement No.
         109 ("FIN No. 48"). This interpretation clarifies the accounting for
         uncertainty in income taxes recognized in an entity's financial
         statements in accordance with SFAS No. 109. FIN No. 48 prescribes a
         recognition threshold and measurement principles for the financial
         statement recognition and measurement of tax positions taken or
         expected to be taken on a tax return. This interpretation is effective
         for fiscal years beginning after December 15, 2006 and as such, the
         Company will adopt FIN No. 48 on January 1, 2007. The Company does not
         expect the adoption of FIN No. 48 to have a material effect on its
         consolidated financial position and results of operations.

         In February 2007, the FASB issued SFAS No., 159, The Fair Value Option
         for Financial Assets and Financial Liabilities, including an amendment
         to FASB Statements No. 115 ("SFAS No. 159"). SFAS No. 159 permits
         entities to choose to measure many financial instruments, and certain
         other items, at fair value that are not currently required to be
         measured at fair value. SFAS No. 159 is effective as of the beginning
         of an entity's first fiscal year that begins after November 15, 2007;
         however early adoption is permitted. The Company does not expect the
         adoption of SFAS No. 159 to have a material effect on its consolidated
         financial position and results of operations.


                                       11
<PAGE>

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

Our business activities currently consist of the operations of Internet
Associates International, Inc., (IAI) our sole active wholly owned subsidiary.
IAI is a website hosting company.

We continue to be receptive to possible acquisition candidates, but have not yet
been presented with an opportunity worthy of presenting for Board of Director
and/or shareholder approval.

For the past approximately three years, we were not actively searching out
business opportunities, because Universal Equity Holdings LLC, which purchased
approximately 24% of our outstanding stock in 2004, had been unable to transfer
of record the shares that it purchased. Since this could have had a material
effect on any shareholder vote which might have been required in connection with
a business opportunity, we were waiting until this situation was rectified
before resuming an active search for business opportunities.

Recently, our largest shareholder, Franklin Frank, and certain companies
controlled by Mr. Frank, have obtained a judgment against Universal Equity
Holdings and its principal. Among other things, the judgment gives to Mr. Frank
or his designee title to the shares purchased by Universal Equity Holdings. We
expect title to those shares to be transferred of record in the near future,
which will then allow those shares to be voted. Once the shares have been
transferred of record, we expect to resume our search for business
opportunities.

COMPARISON OF THE PERIODS ENDED JUNE 30, 2007 AND JUNE 30, 2006

Revenues were $6,957 and $12,189, respectively, for the six months ended June
30, 2007 and 2006. The decrease in revenues is primarily a result of increased
competition for the services offered by IAI, our sole active subsidiary.

Cost of Operations were $6,600 and $6,600, respectively, for the six months
ended June 30, 2007 and 2006, reflecting our elimination of variable costs in
connection with the activities of IAI.

General and administrative expenses were $42,761 and $49,799, respectively, for
the six months ended June 30, 2007 and 2006. The decrease reflects reductions in
rent and general expenses as a result of a lack of business activity.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2007, we had a $1,515,407 working capital deficit, compared to a
$1,279,573 working capital deficit as of June 30, 2006. The increase of $235,834
is primarily due to our operating at a loss while we await a suitable
acquisition transaction. We will continue to have limited revenues, and are
essentially dependant on our primary shareholder 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.

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.

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 will continue to incur
operating losses unless and until an acquisition transaction occurs. We may need
to raise additional funds through the issuance of equity, equity-related or debt
securities in order to complete a transaction.

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.

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.

                                       13
<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
largest shareholder owns almost 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.

                                       14
<PAGE>

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.

ITEM 3.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and its principal financial officer, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and
procedures in Rule 13a-15(f). 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.

As of the end of the period covered by this report, based on an evaluation of
the Company's controls and procedures, the Company's Chief Executive Officer and
principal 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, during the
last fiscal quarter.

                          PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS.

         31.1  Certification of principal executive officer

         31.2  Certification of principal financial officer

         32    Section 1350 Certification

                                       15
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       Safe Technologies International, Inc.
                                       (Registrant)



Date: August 14, 2007                  By: /s/ Randi Swatt
                                           ------------------------------------
                                           Randi Swatt, Chief Executive Officer

                                       16