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

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER: 000-17746

                  SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                ------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          Delaware                                  22-2824492
-------------------------------                 ------------------
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                 Identification Number)



                               249 Peruvian Avenue
                                    Suite F2
                            Palm Beach, Florida 33480
                     --------------------------------------
          (Address of principal executive offices, including zip code)

                                 (561) 832-2700
                        -------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.

                                 YES [X] NO [ ]

The number of issued and outstanding shares of the Registrant's Common Stock,
$0.0001 par value, as of November 3, 2000 was 802,485,302.

<PAGE>


                                      INDEX
                                      -----
                                                                        Page
                                                                        ----
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets -
         September 30, 2000 (Unaudited) and December 31, 1999.............2

         Consolidated Statements of Operations (Unaudited) -
         Nine Months Ended September 30, 2000 and September 30, 1999......4

         Consolidated Statements of Changes in
         Stockholders Equity (Unaudited) -
         Nine Months Ended September 30, 2000.............................5

         Consolidated Statements of Cash Flows (Unaudited) -
         Nine Months Ended September 30, 2000 and September 30, 1999......9

         Notes to Unaudited Consolidated Financial Statements............11


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.............................19


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................24

Item 2.  Changes in Securities...........................................24

Item 3.  Defaults Upon Senior Securities.................................24

Item 4.  Submission of Matters to a Vote of Security Holders.............24

Item 5.  Other Information...............................................24

Item 6.  Exhibits and Reports on Form 8-K................................24


Signature................................................................25


<PAGE>


PART 1 - FINANCIAL STATEMENT PRESENTATION

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
         SEPTEMBER 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)

<TABLE>
<CAPTION>
                                                           September 30,     December 31,
                                                               2000             1999
                                                            (UNAUDITED)       (AUDITED)
                                                         ----------------    ------------
<S>                                                      <C>                 <C>
Current assets

  Cash                                                        $    496          $ 16,372
  Accounts receivable (net of allowance for
     doubtful accounts $ 53,175 and $ 2,755)                    66,762           126,331
  Other current assets                                           1,200             1,327
                                                              --------          --------
Total current assets                                            68,458           144,030

Fixed assets (net of accumulated depreciation
     of $ 40,617 and $ 21,294)                                 158,698           174,705

Other assets
  Deposits                                                      12,889            15,974
  Goodwill and trademarks (net of accumulated
    amortization  $ 80,259 and $ 48,483)                       555,250           587,026
  Other assets                                                  15,625            25,000
                                                              --------          --------
                                                               583,764           628,000
                                                              --------          --------
                                                              $810,920          $946,735
                                                              ========          ========
</TABLE>

                                      -2-

<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL, INC
                             AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS
      SEPTEMBER 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)

<TABLE>
<CAPTION>
                                                           September 30,     December 31,
                                                               2000             1999
                                                            (UNAUDITED)       (AUDITED)
                                                         ----------------    ------------
<S>                                                       <C>               <C>
Current liabilities
  Accounts payable                                        $    53,518       $    65,214
  Accrued expenses                                            241,345           158,846
   Notes payable                                              320,003           267,571
   Deferred income                                             34,167            33,388
   Lease payable, current portion                               1,008             1,393
                                                          -----------       -----------
Total current liabilities                                     650,041           526,412

Long term liabilities
   Lease payable                                                  244             1,014
Shareholders' equity
  Common stock $.00001 par value, authorized 999,999,000
    shares; issued andoutstanding:
    766,624,417 and 746,200,414  shares respectively            7,666             7,462
   Capital subscribed                                          40,000            40,000
  Additional paid in capital                                5,306,600         3,714,589
  Retained deficit                                         (5,193,631)       (3,342,742)
                                                          -----------       -----------
                                                              160,635           419,309
                                                          -----------       -----------
                                                          $   810,920       $   946,735
                                                          ===========       ===========
</TABLE>

                                      -3-
<PAGE>

          SAFE TECHNOLOGIES INTERNATIONAL, INC.
                    AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS AND NINE MONTHS ENDED
         SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD ENDED SEPTEMBER 30,
                                            -----------------------------------------------------------------
                                                     THREE MONTHS                         NINE MONTHS
                                                2000             1999              2000              1999
                                            -----------       -----------       -----------       -----------
<S>                                         <C>               <C>               <C>               <C>
Income
  Sales net of returns                      $    61,602       $   201,919       $   350,725       $   644,769
  Cost of sales                                  24,715            11,768            71,867            32,708
                                            -----------       -----------       -----------       -----------
Gross profit                                     36,887           190,151           278,858           612,061
                                            -----------       -----------       -----------       -----------
Expenses
   General and administrative expenses           48,259            84,448           494,707           242,995
   Salaries                                     181,186           127,292           371,152           403,543
   Consulting fees                               18,746                           1,006,715
   Proxy and brokers services                       885                               3,150
   Accounting and legal                          36,701            25,352           123,795            89,563
   Depreciation and amortization                 17,111                              51,099
   Advertising & promotions                       2,960             4,622             4,228            18,283
   Bad debt                                      53,250                              53,426
   Management expenses                            3,125                               9,375
                                            -----------       -----------       -----------       -----------
                                                362,223           241,714         2,117,647           754,384
Other income/expenses
   Interest expense                               3,879                              12,100
   Interest income                                                     12                                 178
                                            -----------       -----------       -----------       -----------
Net loss                                    $  (329,215)      $   (51,551)      $(1,850,889)      $  (142,145)
                                            ===========       ===========       ===========       ===========
Earning per share
   Net loss per share                       $  (0.00044)      $  (0.00007)      $  (0.00246)      $  (0.00020)
                                            -----------       -----------       -----------       -----------
</TABLE>

                                      -4-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited)

<TABLE>
<CAPTION>
                                                       COMMON STOCK             CAPITAL       PAID IN        RETAINED
                                                          SHARES      AMOUNT   SUBSCRIBED     CAPITAL        DEFICIT       TOTAL
                                                     -----------------------------------------------------------------------------
<S>                                                  <C>             <C>        <C>         <C>           <C>            <C>
Balance December 31, 1998                            712,489,700     $ 7,125    $ 39,000    $ 2,591,531   $ (2,422,800)  $ 214,856
Less adjustments in 1999                                                           1,000        (19,995)                   (18,995)
Internet Associates International acquisition
   (January 29, 1999)                                 25,000,000         250          --         24,750                     25,000

Issuance of shares of common stock to unrelated
   party in exchange for accounting services
   valued at $6,890 on March 2, 1999.                    125,000           1                      6,889                      6,890

Issuance of shares of common stock to unrelated
   party in exchange for accounting services
   valued at $ 15,000 on March 10, 1999.                 300,000           3                     14,997                     15,000

Issuance of shares of common stock on
   March 22, 1999 to a member of Board of
   Directors for consulting services
   valued at $ 0.045 per share                           200,000           2                      7,998                      8,000

Issuance of shares of common stock on
   May 3, 1999 to Ruth Deutsch
  (Franklin L. Frank) in exchange for cash.              600,000           6                     14,994                     15,000

Issuance of shares of common stock to an
   unrelated party in compensation for
   accounting services valued at $ 0.04
   per share on June 1, 1999.                            100,000           1                      3,999                      4,000
                                                     ------------------------------------------------------------------------------
                              Sub-total              738,814,700     $ 7,388    $ 40,000    $ 2,645,163   $ (2,422,800)  $ 269,751
</TABLE>

                                      -5-
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                  COMMON STOCK               CAPITAL        PAID IN        RETAINED
                                                     SHARES        AMOUNT   SUBSCRIBED      CAPITAL        DEFICIT        TOTAL
                                                 ----------------------------------------------------------------------------------
<S>                                               <C>             <C>       <C>           <C>           <C>              <C>
     Sub-total                                     738,814,700    $ 7,388   $ 40,000      $ 2,645,163   $ (2,422,800)    $ 269,751

Connect.ad, Inc., Connect.ad Services, Inc.
   and Connect.ad of South Florida, Inc -
   acquisition  (September 28, 1999)                 4,285,714         43                     299,957                      300,000

Issuance of shares of common stock to the
   members of Board of Directors  valued at
   $ 0.045 per share on December 8, 1999.              600,000          6                      26,994                       27,000

Issuance of shares of common stock to an
   unrelated party in compensation for
   accounting services valued at $ 0.045
   per share on December 30, 1999.                      50,000          1                       2,249                        2,250

Issuance of common stock for consulting
   services for the year
   ending December 31, 1999                            550,000          5                      24,745                       24,750

Issuance of common stock for
   Public Relations services for
   the year ending December 31, 1999.                4,900,000         49                     220,451                      220,500

Issuance of common stock for employee
   compensation in lieu
   of cash payment                                  11,000,000        110                     494,890                      495,000
                                                 -----------------------------------------------------------------------------------
             Sub-total                             760,200,414    $ 7,602   $ 40,000      $ 3,714,449   $ (2,422,800)  $ 1,339,251
</TABLE>

                                      -6-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                 COMMON STOCK               CAPITAL        PAID IN        RETAINED
                                                     SHARES        AMOUNT   SUBSCRIBED      CAPITAL        DEFICIT        TOTAL
                                                 ----------------------------------------------------------------------------------
<S>                                              <C>              <C>       <C>           <C>           <C>             <C>
             Sub-total                             760,200,414    $ 7,602   $ 40,000      $ 3,714,449   $ (2,422,800)  $ 1,339,251
Cancelation of shares of common stock of
   GMG acquisition; GMG returned these
   shares after the cancelation of the
   acquisition agreement                           (14,000,000)      (140)                        140                           --

Net loss December 31, 1999                                                                                  (919,942)     (919,942)
                                                 ----------------------------------------------------------------------------------

Balance December 31, 1999 (Audited)                746,200,414      7,462     40,000        3,714,589     (3,342,742)      419,309

Issuance of shares of common stock
   for technology services valued
   at $ 20,000 for the 5 months
   ended May 31,2000                                   324,003          3                      19,997                       20,000

Issuance of shares of common stock
   for legal services valued at
   $ 0.0781 per share on June 9, 2000                  500,000          5                      39,045                       39,050

Issuance of shares of common stock
   on June 9, 2000 in exchange for
   cash to Ruth Deutsch (Franklin L. Frank)            500,000          5                      74,995                       75,000

Issuance of shares of common stock in
   compensation for secretarial/administrative
   services valued at $ 0.0781
   per share on June 14, 2000.                       4,500,000         45                     351,405                      351,450
                                                 ----------------------------------------------------------------------------------
              Sub-total                            752,024,417    $ 7,520   $ 40,000      $ 4,200,031   $ (3,342,742)    $ 904,809
</TABLE>

                                      -7-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                  COMMON STOCK               CAPITAL        PAID IN        RETAINED
                                                     SHARES        AMOUNT   SUBSCRIBED      CAPITAL        DEFICIT        TOTAL
                                                 ----------------------------------------------------------------------------------
<S>                                              <C>              <C>       <C>           <C>           <C>             <C>
              Sub-total                            752,024,417    $ 7,520   $ 40,000      $ 4,200,031   $ (3,342,742)    $ 904,809
Issuance of shares of common stock to
   unrelated party for service bonus
   valued at $ 0.0781 per share on
   June 14, 2000.                                      150,000          2                      11,713                       11,715

Issuance of shares of common stock to
   an officer as compensation for services
   provided from February 9, 1998 through
   June 30, 2000 ($0.0781 per share)                12,000,000        120                     937,080                      937,200

Issuance of shares of common stock to an
  officer as compensation for services
  on August 15, 2000 ($ 0.06 per share)              2,000,000         20                     119,980                      120,000

Issuance of shares of common stock for
  consulting services on August 26, 2000
  ($0.084 per share)                                   450,000          4                      37,796                       37,800

Net loss September 30, 2000                                                                               (1,850,889)   (1,850,889)
                                                 ----------------------------------------------------------------------------------
Balance September 30,  2000 (Unaudited)            766,624,417    $ 7,666   $ 40,000      $ 5,306,600   $ (5,193,631)    $ 160,635
                                                 ==================================================================================
</TABLE>

                                      -8-
<PAGE>


                   SAFE TECHNOLOGIES INTERNATIONAL, INC.
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                       -------------------------------
                                                            2000              1999
                                                        -----------       -----------
<S>                                                     <C>               <C>
Cash flows from operating activities:
  Net loss                                              $(1,850,889)      $  (142,145)
                                                        -----------       -----------
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                          51,099
      Bad debt                                               53,426
      (Increase) decrease in accounts receivable              6,124           (77,029)
      (Increase) decrease in notes receivables                  936
      (Increase) decrease in other assets                    12,618
      Increase (decrease) in accounts payable               (11,696)           41,711
      Increase (decrease) in accrued liabilities             82,499           217,873
      Increase (decrease) in other payables                  51,275             7,959
      Increase (decrease) in deferred income                    779
                                                        -----------       -----------
      Total adjustments                                     246,124           191,450
                                                        -----------       -----------

  Net cash provided (used) by operating activities       (1,604,765)           49,305
                                                        -----------       -----------
Cash flows from investing activities:
  Cash payment for purchase of intangibles                     --
  Cash payments for the purchase of property                 (3,326)         (185,339)
                                                        -----------       -----------
  Net cash used by investing activities                      (3,326)         (185,339)
                                                        -----------       -----------
</TABLE>

                                      -9-
<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)

<TABLE>
<CAPTION>
                                                          NINE MONTHS ENDED SEPTEMBER 30,
                                                          -------------------------------
                                                              2000              1999
                                                           -----------      ------------
<S>                                                        <C>               <C>
Cash flows from financing activities:
  Proceeds from issuance of common stock                   $ 1,592,215       $    75,080
                                                           -----------       -----------
  Net cash provided by financing activities                  1,592,215            75,080
                                                           -----------       -----------
Net increase (decrease)  in cash and cash equivalents          (15,876)          (60,954)
Cash and cash equivalents, beginning of period                  16,372            70,995
                                                           -----------       -----------
Cash and cash equivalents, end of period                   $       496       $    10,041
                                                           ===========       ===========
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest expense                                       $      --         $      --
                                                           -----------       -----------
</TABLE>

Shareholders' equity note:

Approximately 17,474,003 shares of the Company's common stock were awarded to
various service providers in lieu of cash consideration.

                                      -10-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 1         UNAUDITED FINANCIAL STATEMENTS

               The accompanying unaudited financial statements have been
               prepared in accordance with generally accepted accounting
               principles for interim financial information and with the
               instructions to Form 10-Q and Rule 310(b) of Regulation SB.
               Accordingly, they do not include all of the information and
               footnote disclosures normally included in complete financial
               statements prepared in accordance with generally accepted
               accounting principles. For further information, such as
               significant accounting policies followed by the Company, refer to
               the notes to the Company's audited financial statements.

               In the opinion of management, the unaudited financial statements
               include all necessary adjustments (consisting of normal,
               recurring accruals) for a fair presentation of the financial
               position, results of operations and cash flow for the interim
               periods presented. Preparing financial statements requires
               management to make estimates and assumptions that affect the
               reported amounts of assets, liabilities, revenue and expenses.
               Actual results may differ from these estimates. Interim results
               are not necessarily indicative of results for a full year.

NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               Business Description

               Safe Technologies International, Inc. ("Safe Tech") and its
               subsidiaries is a multi-faceted company 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, Incorporated. 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,
               Internet Commerce, Inc., Total Microcomputers, Inc. (inactive),
               Connect.Ad, Inc., Connect.Ad Services, Inc., Connect.Ad of South
               Florida, Inc. and Internet Associates International, Inc. All
               material intercompany transactions and balances have been
               eliminated in the consolidated financial statements.


                                      -11-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               Cash and Cash Equivalents

               For purposes of the consolidated statements of cash flows, the
               Company treats all short-term investments with maturities of
               three months or less at acquisition to be cash equivalents.

               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.

               Advertising

               Advertising costs are charged to operations when incurred.
               Advertising costs of $4,228 were incurred during the nine months
               ended September 30, 2000.

               Revenue Recognition

               Revenues of Safe Tech, Internet Commerce, Inc., Connect.Ad, Inc.,
               Connect.Ad Services, Inc., Connect.Ad of South Florida, Inc. and
               Internet Associates 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 complete the customer's orders.

               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.

               At September 30, 2000, the total amount of deferred income was
               $34,167.

                                      -12-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               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 at their
               fair values. The carrying values of notes payable are deemed to
               be reasonable estimates of their fair values.

               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.

               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.

               No reduction for impairment of intangible assets was necessary at
               September 30, 2000 or 1999.

               Property and Equipment

               Property and equipment are stated 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 to 7 years.

               Credit Risk

               Financial instruments that potentially subject the Company to
               credit risk include cash on deposit with five financial
               institutions amounting to $496 at September 30, 2000, and $16,372
               at December 31, 1999, which was insured for up to $500,000 by the
               U.S. Federal Deposit Insurance Corporation (FDIC).

                                      -13-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               Amortization

               Amortization of trademarks and 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

               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 date based on the
               "management approach". SFAS No. 131 is applicable for fiscal
               years beginning after December 15, 1997. For the current fiscal
               year we are not going to present segment reporting because it is
               immaterial.

               Basic Loss per Share and Diluted Loss per Share

               In February 1997, the Financial Accounting Standards Board issued
               Statement of Financial Accounting Standards No. 128, Earnings Per
               Share (SFAS No. 128), which specifies the computation,
               presentation and disclosure requirements for earnings per share.
               SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15
               entitled Earnings Per Share. Basic earnings per share are
               computed by dividing income available to common stockholders (the
               numerator) by the weighted-average number of common shares (the
               denominator) for the period. The computation of diluted earnings
               per share is similar to basic earnings per share, except that the
               denominator is increased to include the number of additional
               common shares that would have been outstanding if the potentially
               dilutive common shares had been issued.

               The numerator in calculating basic earnings per share is reported
               net loss. The denominator is based on the following
               weighted-average number of common shares:

                       Basic                          753,037,331

               The 14,727,280 shares of common stock, reserved in connection
               with warrants, are not included in the diluted earnings per share
               calculation since the exercise price is greater than the average
               market price.

                                      -14-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 3         CAPITAL STOCK TRANSACTIONS

               The Articles of Incorporation provide for the authorization of
               950,000,000 shares of common stock at $.00001 par value. On
               January 30, 1999, the stockholders approved increasing the
               authorized number of shares to 999,999,000.

               In June of 1988, the Company completed a sale of 150,000 units to
               the public at a price of $10 per unit. The Company received
               proceeds in the amount of $1,213,841, net of commissions and
               expenses to the underwriter, legal, accounting and other expenses
               related to the public offering in the amount of $286,159. Each
               unit consisted of 1,000 shares of common stock, $.00001 par
               value, and 500 redeemable common stock warrants designated
               redeemable Warrant "A". Each redeemable Warrant "A" would, upon
               exercise, entitle the holder to purchase one share of common
               stock for $.20 per share and to receive one redeemable Class "B"
               Common stock purchase warrant. Each redeemable Class "B" Common
               Stock purchase warrant would, upon exercise, entitle the holder
               to purchase one share of common stock for $.50 per share. These
               exercise periods of both Class "A" and Class "B" warrants have
               been extended by the Board of Directors through January 9, 2000,
               after giving effect to the ten for one reverse split on February
               9, 1998. At June 30, 2000, 14,727,280 shares of common stock,
               reserved in connection with such warrants remain outstanding.
               There was no market activity for these warrants through June 30,
               2000.

               On May 31, 2000, 324,003 shares of common stock were issued for
               technology services valued at $20,000, which were performed
               during the five months ended May 31, 2000.

               On June 9, 2000, 500,000 shares of common stock valued at $0.0781
               per share were issued for legal services.

               On June 9, 2000, 500,000 shares of common stock were issued in
               exchange for cash.

               On June 14, 2000, 4,500,000 shares of common stock valued at
               $0.0781 per share were issued as compensation for
               secretarial/administrative services.

                                      -15-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 3         CAPITAL STOCK TRANSACTIONS (CONTINUED)

               On June 14, 2000, 150,000 shares of common stock valued at
               $0.0781 per share were issued to an unrelated party for a service
               bonus.

               On June 30, 2000, 12,000,000 shares of common stock valued at
               $0.0781 per share were issued to an officer as compensation for
               services.

               On August 15, 2000, 2,000,000 shares of common stock valued at
               $0.06 per share were issued to an officer as compensation for
               services.

               On August 26, 2000, 450,000 shares of common stock valued at
               $0.084 per share were issued for consulting services.

NOTE 4         SUBSCRIPTIONS

               The Company entered into a subscription agreement for the
               purchase of 4,405,882 shares of common stock for $40,000 on
               November 4, 1998. At September 30, 2000, the Company had received
               payments amounting to $40,000. No stock has been issued relating
               to this subscription.

NOTE 5         LEASES

               The Company rents office space in Palm Beach and Boca Raton,
               Florida on a month to month basis. There is no lease in force.
               The monthly total rent is currently $3,514. The Company also
               rents office furniture and equipment on a month to month basis
               for $1,000 per month from the president. The Company leases
               telephone equipment through a capital lease. The term of the
               lease is for 36 months, commencing July 22, 1998, in the amount
               of $119.48 plus sales tax per month. There is a $1.00 purchase
               option at the end of the lease.

                                      -16-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 6         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, 1999, the Company
               had $3,342,743 of operating loss carry-forwards for financial
               reporting and income tax purposes available to offset future
               income taxes expiring through the year 2019. Net operating losses
               of $1,850,889 for the nine months ended September 30, 2000 will
               expire in 2020. 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.

NOTE 7         NOTE PAYABLE

               At September 30, 2000, short-term debt consisted of the
               following:

                 8% note payable to an officer, unsecured, due on demand.
                 Upon any default, the note becomes due immediately
                 at an interest rate of 18% per annum.                  $193,925

                 Note payable to a shareholder, unsecured, due on
                 demand, no interest rate specified.                      89,586

                 Note payable to an individual, unsecured,
                 due on demand, with an interest rate of 5.5%.            35,143

                 Note payable to an officer, unsecured, due on
                 demand, no interest rate specified.                       1,350
                                                                        --------
                 Total short-term debt                                  $320,003
                                                                        ========

               Interest expense for the nine months ended September 30, 2000 was
               $12,100.

                                      -17-
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        QUARTER ENDED SEPTEMBER 30, 2000

NOTE 8         STOCK AWARDS

               The Company has a Stock Incentive Plan (the "Plan") that was
               established on April 1, 1998 and was registered in August 1998.
               The Plan contained 30,000,000 Option Shares, 15,000,000 Stock
               Awards, and 15,000,000 shares of 144 Restricted Stock. In 1998,
               7,325,000 shares were granted under the Plan.

               During the fourth quarter of 1999, the Company established the
               Safe-Technologies International, Inc. - Year 2000 Stock Award
               Plan (the "Year 2000 Plan"). Pursuant to the Year 2000 Plan, the
               Company registered 30,000,000 shares of its common stock, to be
               awarded to eligible persons thereunder. During fiscal 1999, the
               Company granted 18,770,764 shares of common stock to eligible
               persons under both the Plan and the Year 2000 Plan. At September
               30, 2000, 6,924,003 shares were granted under the Plan.

NOTE 9         EMPLOYMENT AGREEMENTS

               The Company entered into an employment agreement dated January
               30, 1997 with Barbara Tolley, its president and CEO. The term of
               the agreement is for a period of two (2) years, commencing on
               February 9, 1998 and ending on February 9, 2000.

               On February 9, 2000, the contract was renewed for one (1) year
               with the same terms.

               In consideration of the services performed, the Company will pay
               a monthly salary of $10,000, payable in all cash, or half
               cash/half stock, all stock, or partial accrual, at the option of
               the employee.

               In addition, the agreement calls for the Company to provide
               additional employment benefits, which include automobile,
               insurance, telephone, dues and vacation.

               In March, 2000, the Company entered into an employment agreement
               with Randy Swatt, President, and a member of the Board of
               Directors of Internet Associates International, Inc. The term is
               for a period of one (1) year with a monthly salary of $5,000,
               payable semi-monthly.

                                      -18-
<PAGE>

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

Overview

Safe Technologies International, Inc., formerly known as Safe Aid Products, Inc.
(the "Company," "we" or "us"), has concluded a mixed third quarter.  Unless the
context otherwise requires, the term "Company" as used herein refers to the
Company and its subsidiaries.

As previously reported, we entered into a letter of intent on July 1, 2000,
relating to our proposed acquisitions of two companies. During the course of
performing due diligence, certain concerns arose regarding the larger of the two
proposed acquisitions, an automobile superstore chain. As a result, we have
changed our intention of acquiring that company and have notified the other
party that we will not proceed with that acquisition at this time. Management
has not closed the door for acquisition of the bonding and strength proprietary
building products company, and negotiations on provisions of the letter of
intent with that potential acquisition target continue.

IAI, Inc. ended a poorer quarter than projected due in large part to market
pressures from many other competitors in the Web site development and hosting
sector. We have been analyzing various strategies to counter these market
pressures to position the Company to exploit Internet technology opportunities
which may exist or which may arise in the midst of a recently volatile Internet
marketplace. One such potential strategy would be to pursue potentially more
profitable, technology development opportunities, in lieu of larger numbers of
relatively lower margin engagements. Another potential modification to our
strategy will be to deploy more resources to the provision of Internet related
services to B2B (business to business) service providers versus the B2C
marketplace.

We continued to move forward with the repackaging of our electronic advertising
and marketing franchise concept, primarily through our connect.ad.com
subsidiary, in anticipation of opening with a European sales launch in early
2001. Certain franchise-related legal documentation has been in the process of
modification, certain collateral materials have needed and are undergoing
updating, and the identification of the character of Internet services to be
offered in U.S. franchise territories have been undergoing fine-tuning and
updating.

We will continue to seek out, examine and pursue, where practicable, acquisition
opportunities which would provide us with a traditional bricks and mortar market
presence. Some of the characteristics of prospective alliances we seek to
integrate include entities possessing an established market with a substantial
customer base, operations which produce recurring revenue streams and positive
cash flow, and entities whose core competencies would be congruent with and
complement our own. As always, our focus will remain on growing our existing
markets, with the possible modifications referred to above, and to capitalize on
business combination opportunities which will create business synergies to help
us achieve market stability, enhance brand awareness and to contribute,
ultimately, to the achievement of profitability. In all endeavors, our primary
objective will continue to be the enhancement of Company and shareholder value.

                                      -19-

<PAGE>


Results of Operations

Revenues were $61,602 for the third quarter of 2000 as compared to $201,919 for
the corresponding quarter of 1999, a decrease of 69%. We believe this outcome
was the result of competition in the marketplace wherein certain competing
service providers (e.g. Web hosting) offer free hosting services to certain
subscribers. We anticipate that some of these lost revenue opportunities may
return once further market consolidations occur and such free competing services
disappear. We believe that our intention to focus more resources on higher
margin engagements in B2B technology services will enhance our revenue mix and
help to ease some of the volatility in this sector.

Direct costs associated with revenues were $24,715 during the third quarter of
2000 and were $11,768 for the third quarter of 1999, representing an increase
$12,947. This difference is immaterial to the financial statements taken as a
whole.

Expenses were $362,223 for the third quarter of 2000 as compared to $241,714 for
the third quarter of 1999, representing a 50% increase. The significant
percentage increase represents in large part, timing differences in the
recognition of certain expenses attributable to comparative prior periods which
were paid by stock in lieu of cash yet not recognized until near the end of the
prior fiscal year and not as of the end of the fiscal quarter. Further timing
differences resulted from the interim calculation of amortization and
depreciation expense in the current fiscal quarter which had been lacking in the
comparative prior third quarter. Finally, we analyzed our accounts receivable
with a relatively conservative perspective to currently recognize potential bad
debt expense of $53,250 which we had not done in the corresponding 1999 third
quarter.

As a result of the foregoing, the Company's operating loss for the third quarter
of 2000 was $329,215 compared to a net loss for the third quarter of 1999 in the
amount of $51,551.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000, we had a cash balance of $496 as compared to a balance
of $16,372 as of the fiscal year ended December 31, 1999. For the period ended
September 30, 2000, the Company had a working capital deficit of $581,583
compared with a working capital deficit of $382,382 on December 31, 1999.

Net cash used in operating activities was $1,604,765 for the nine months ended
September 30, 2000 compared to cash provided by operating activities of $49,305
for the comparable nine month period of 1999. The Company used $3,326 in
investing activities for the nine months ended September 30, 2000 and $185,339
for the comparative nine month period in 1999. Net cash provided by financing
activities was $1,592,215 for the nine months ended September 30, 2000 as
compared with $75,080 provided for the comparable 1999 period. The apparent
large swings in comparative variances of cash used in operating activities and
cash provided by financing activities result primarily from our newly instated
policy of currently recognizing expenses resulting from the issuance of shares
of common stock in lieu of cash to various vendors and

                                      -20-

<PAGE>



consultants during the interim period versus solely as of the end of the fiscal
year.

We continue to secure additional small lots of capital. We believe that we have
adequate resources for the next six months of operations.

CAUTIONARY STATEMENTS

Forward-looking statements in this Form 10-QSB including, without limitation,
statements relating to our plans, strategies, objectives, expectations,
intentions, and adequacy of resources, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by the forward- looking statements. The following factors,
among others, could cause actual results to differ materially from those set
forth in the forward-looking statements: our ability to successfully (i) develop
and profitable grow its B2C e- commerce sites, including entering into
agreements with merchants to sell consumer products, (ii) to develop and refocus
IAI's Internet web design, hosting and marketing business, (iii) to develop the
connect.ad companies' Internet marketing business, (iv) identify and finalize
acquisition agreements with select Internet companies and/or enter into
partnership agreements with established companies in high technology deals, and
(v) raise additional capital to finance our operations in the next fiscal year.
Additional factors, include, but are not limited to the following: the size and
growth of the market for the Company's products, competition, pricing pressures,
market acceptance of the Company's products and services, the effect of economic
conditions, the availability of management, risks in product development and
other risks identified in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999 and the Company's other SEC filings.

RISK FACTORS

The Company is engaged in the pursuit of commerce on the Internet platform. This
form of commerce involves many opportunities, as well as significant threats,
many of which are out of our control. Some of the risks which we face are as
follows:

Consumers, suppliers and advertisers may not accept our web site as a valuable
commercial tool, which would impair the growth of our business.

For us to achieve the level of growth that we have projected, consumers,
suppliers, merchants and advertisers must accept our web site model as a
valuable commercial tool. Consumers who have historically purchased the various
product offering found on our web sites using traditional commercial channels
must change that paradigm and purchase instead through our site. Consumers
frequently "surf" sites like our sites in search of the various products offered
therein and then ultimately revert to the traditional purchase channel. If this
paradigm is not shifted, we may never achieve our anticipated growth.

Similarly, suppliers, advertisers and merchants will also need to accept and use
our web site. In order for this to occur, suppliers, advertisers and merchants
will need to perceive our site as efficient and

                                      -21-
<PAGE>


profitable channels of distribution for their products, for expenditure of their
advertising budgets and for their merchandise.

In order to achieve the acceptance of consumers, suppliers, advertisers and
merchants contemplated by our business plan, we will need to make substantial
investments in technology and brand. We can not, however, assure you that these
investments will be successful. Our failure to make succeed in these areas will
hamper the opportunities to achieve our business plan.

We expect there to be operating losses and negative cash flows.

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 enhance our existing sites
on continue to launch new sites and deploy our business plan, we expect to incur
significant operating expenses particularly in the sales, marketing and
operations areas. These types of expenses will grow as we expand the scope and
reach of our operations. If our revenues do not grow as expected, or if our
actual expenses exceed our budgeted expenses, there could be a material adverse
effect on our business, operating results and financial condition. We will need
to raise additional funds through the issuance of equity, equity-related or debt
securities. If we are unable to obtain additional financing on reasonable terms
to enable the development of our business plan, we may never be able to
completely implement our on-line strategy.

The success of our business will depend on continued growth of online commerce
and the Internet.

Because we do not intend to provide our services through any commercial medium
other than the Internet, our future revenues and profits depend upon the
widespread acceptance and use of the Internet and online services as a medium
for commerce. Rapid growth in the use of the Internet and online 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 involve 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 services . Major online 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 the processing of
transactions on our web sites. In addition, the Internet could lose its
viability because of delays in the development or adoption of new standards to
handle increased levels of activity or of increased government regulation. The
adoption of new standards or government regulation may require us to incur
substantial compliance costs.

                                      -22-

<PAGE>



Interruptions in service from third parties could impair the quality of our
service.

We will rely upon third-party computer systems and third party service
providers, including Internet Bandwidth Supplier. Any interruption in these
third-party services or a deterioration in their performance could impair the
quality of our service. If our arrangement with any of these third party 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 may reach levels sufficient to yield
profitability, with no assurance that the volume of business will increase or
that profitability will be achieved. Consumers and suppliers will not tolerate a
service hampered by slow delivery times, unreliable service levels or
insufficient capacity, any of which could have a material adverse effect on our
business, operating results and financial condition.

Our business is exposed to risks associated with online 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 online commerce.
To transmit confidential information such as customer credit card numbers
securely, 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.

Our success depends in large part upon the efforts of a few individuals 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 Chief Executive Officer, Michael
Bhethana, our Chief Information Officer and Bradford L. Tolley our Secretary,
Treasurer and Vice President of Investor Relations. These individuals may not be
able to fulfill their responsibilities adequately and may not remain with us.
The loss of the services any executive officer or other key employees could hurt
our business.

                                      -24-

<PAGE>



PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibit 27.1

               Financial Data Schedule (filed herewith electronically)


          (b)  Reports on Form 8-K

               The Company filed three reports on Form 8-K during the three
               months ended September 30, 2000.

               (i)  The Company filed a report on Form 8-K dated September 12,
                    2000 which reported information under Item 5 - Other
                    Information.

                                      -25-

<PAGE>



                 Safe Technologies International, Inc.

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               Safe Technologies
                                               International, Inc., Registrant



Date: November 14, 2000                        By: /s/ Barbara Tolley
      -----------------                            ---------------------
                                                   Barbara Tolley
                                                   President

                                      -26-