UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                  For the quarterly period ended March 31, 2004
                                                 --------------

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

            For the transition period from ___________ to ___________

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


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

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

            2875 S. Ocean Boulevard, Suite 104, Palm Beach, FL 33480
            --------------------------------------------------------
                    (Address of principal executive offices)

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


             --------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 918,556,602 shares of common stock
as of March 31, 2004

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


<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2004 AND DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                        March 31,     December 31
                                                                          2004           2003
                                                                       -----------    -----------
                                                                                       (Audited)
<S>                                                                    <C>            <C>
                                   ASSETS
CURRENT ASSETS
   Cash                                                                $    19,219    $     8,713
   Accounts receivable, net of allowance for doubtful accounts of
        $19,510 and $20,000 respectively                                     6,508          4,192
                                                                       -----------    -----------

            Total current assets                                            25,727         12,905
                                                                       -----------    -----------

PROPERTY AND EQUIPMENT
    Furniture, fixtures and equipment                                       22,675         33,649

        Less: Accumulated depreciation                                     (14,995)       (14,246)
                                                                       -----------    -----------

            Total property and equipment                                     7,680         19,403
                                                                       -----------    -----------

OTHER ASSETS
    Deposits                                                                 2,889          2,889
    Other assets, net                                                       53,383         53,331
                                                                       -----------    -----------

            Total other assets                                              56,272         56,220
                                                                       -----------    -----------

Total Assets                                                           $    89,679    $    88,528
                                                                       ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                   $    74,554    $    71,099
    Accrued expenses                                                        70,192         88,218
    Notes and loans payable                                                733,683        621,394
    Deferred revenue                                                         4,068          3,070
                                                                       -----------    -----------

            Total current liabilities                                      882,497        783,781
                                                                       -----------    -----------

Total Liabilities                                                          882,497        783,781
                                                                       -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.00001 par value, 999,999,000 shares authorized;
    918,556,602 and 888,506,602  shares issued and outstanding at            9,185          8,885
    March 31, 2004 and December 31,  2003 respectively
    Additional paid-in capital                                           7,397,668      7,255,618
    Stock Issued for Cancelled Acquisition                                 (40,950)         - 0 -
    Subscriptions received                                                  12,000         12,000
    Retained earnings (deficit)                                         (8,170,721)    (7,971,756)
                                                                       -----------    -----------

            Total stockholders' equity (deficit)                          (792,818)      (695,253)
                                                                       -----------    -----------

Total Liabilities and Stockholders' Equity (Deficit)                   $    89,679    $    88,528
                                                                       ===========    ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
<TABLE>
<CAPTION>

                                                            2004             2003
                                                       -------------    -------------
<S>                                                    <C>              <C>
REVENUES

    Sales, net of customer returns                     $      17,634    $      29,956
                                                       -------------    -------------

          Net sales                                           17,634           29,956
                                                       -------------    -------------

COST OF OPERATIONS

    Cost of operations                                         4,895            5,180
                                                       -------------    -------------

          Total cost of operations                             4,895            5,180
                                                       -------------    -------------

Gross Profit                                                  12,739           24,776
                                                       -------------    -------------

OPERATING EXPENSES
    Sales and marketing expense                                  925              245
    General and administrative expenses                      179,937           74,476
    Amortization and depreciation                                749            1,387
                                                       -------------    -------------

          Total operating expenses                           181,611           76,108
                                                       -------------    -------------

Operating income (loss)                                     (168,872)         (51,332)
                                                       -------------    -------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (19,121)         (10,427)
    Loss on fixed asset retirement                           (10,972)             -0-
                                                       -------------    -------------

          Total other income (expense)                       (30,093)         (10,427)
                                                       -------------    -------------

Loss before provision for income taxes                      (198,965)         (61,759)
Income taxes                                                     -0-              -0-
                                                       -------------    -------------

Net income (loss)                                      $    (198,965)   $     (61,759)
                                                       =============    =============

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

Weighted average number of common shares outstanding     905,086,602      874,826,599
                                                       =============    =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                                                        TOTAL
                                 NUMBER                    ADDITIONAL                                                STOCKHOLDERS'
                                   OF          COMMON       PAID-IN         SUBS.       CANCELLED    ACCUMULATED        EQUITY
                                 SHARES        STOCK        CAPITAL       RECEIVED     ACQUISITION      DEFICIT       (DEFICIT)
                               -----------     ------     -----------     --------     -----------   -----------     -------------
<S>                            <C>             <C>        <C>             <C>            <C>          <C>             <C>
BALANCE, December 31, 2001     829,326,599     $8,293     $ 6,930,865     $     0        $      0     $(6,948,060     $  (8,902)

Shares  sold  for cash           5,000,000         50          49,950           0              --               0        50,000

Subscription received                    0          0               0      12,000              --               0        12,000
Shares for services
  and expenses                  37,500,000        375         169,565           0              --               0       169,940
Net loss year ended
  Dec 31, 2002                          0          0                0           0              --        (444,960)     (444,960)
                               -----------     ------     -----------     -------        --------     -----------     ---------

BALANCE, December 31, 2002     871,826,599      8,718       7,150,380      12,000              --      (7,393,020)     (221,922)

Prior Year Share Adjustment        680,003          7              (7)          0              --               0             0
Shares for services
  and expenses                   6,000,000         60          45,945           0              --               0        46,005
Stock Based Compensation        10,000,000        100          59,300           0              --               0        59,400
Net loss year ended
  Dec 31, 2003                          --         --              --          --              --        (578,736)     (578,736)
                               -----------     ------     -----------     -------        --------     -----------     ---------

BALANCE, December 31, 2003     888,506,602      8,885       7,255,618      12,000               0      (7,971,756)     (695,253)
Shares for services
  and expenses                   4,200,000         42          31,358           0              --               0        31,400
Stock Based Compensation        20,000,000        200          69,800           0              --               0        70,000
Stock issued for
  Terminated Acquisition         5,850,000         58          40,892          --         (40,950)             --             0
Net loss three months ended
  March 31, 2004                        --         --              --          --              --        (198,965)     (198,965)
                               -----------     ------     -----------     -------        --------     -----------     ---------

BALANCE, March  31, 2004       918,556,602      9,185       7,397,668      12,000         (40,950)     (8,170,721)     (792,818)
                               ===========     ======     ===========     =======        ========     ===========     =========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
<TABLE>
<CAPTION>


                                                                           2004         2003
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       $(198,965)   $ (61,759)
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                             749       13,871
    Bad debt expense                                                            0       15,209
    Impairment of Goodwill and Intangible Assets                                0            0
    Loss on Fixed Asset Retirement                                         10,972            0
    Stock based compensation                                               70,000            0
    Expenses paid by common stock                                          31,400        7,500
Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                             (2,316)     (12,318)
    (Increase) decrease in other assets                                       (52)           0
    (Increase) decrease in deposits                                             0        4,249
    Increase (decrease) in accounts payable                                 3,455      (21,960)
    Increase (decrease) in accrued expenses                                62,319       15,625
    Increase (decrease) in deferred revenue                                   998            0
                                                                        ---------    ---------

Net cash provided (used) by operating activities                          (21,440)     (39,583)
                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                                0            0
                                                                        ---------    ---------

Net cash provided (used) by investing activities                                0            0
                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increases of  Shareholders Loans                                       31,944       59,289
                                                                        ---------    ---------

Net cash provided (used) by financing activities                           31,944       59,289
                                                                        ---------    ---------

Net increase (decrease) in cash                                            10,504       19,706

CASH and equivalents, beginning of period                                   8,713        1,940
                                                                        ---------    ---------

CASH and equivalents, end of period                                     $  19,217    $  21,646
                                                                        =========    =========

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


     The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

         A) PRINCIPLES OF CONSOLIDATION The consolidated financial statements
         include the accounts of Safe Technologies International, Inc. and its
         subsidiaries, Total Micro Computers, Inc., Connect.ad, Inc., Connect.ad
         Services, Inc. and Internet Associates International, Inc. All material
         intercompany transactions and balances have been eliminated in the
         consolidated financial statements.

         B) USE OF ESTIMATES The financial statements have been prepared in
         conformity with accounting principles generally accepted in the United
         States. In preparing the financial statements, management is required
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities as of the dates of the balance sheets and statements of
         operations for the years then ended. Actual results may differ from
         these estimates. Estimates are used when accounting for allowance for
         bad debts, collectibility of accounts receivable, amounts due to
         service providers, depreciation, litigation contingencies, among
         others. Results of operations for the quarters ended March 31, 2004 and
         2003 may not be representative of a full years activity.

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

         D) NET LOSS PER SHARE, BASIC Net income per share is computed by
         dividing the net income by the weighted average number of shares
         outstanding during the period. Net income per share, diluted, is not
         presented as no potentially dilutive securities are outstanding.

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

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

         G) FIXED ASSETS Fixed assets are recorded at cost. Depreciation is
         computed on the straight-line method, based on the estimated useful
         lives of the assets of generally five or ten years. Expenditures for
         maintenance and repairs are charged to operations as incurred.
         Depreciation expense was $42,188 and $45,286 for the years ended
         December 31, 2003 and 2002, respectively.

                                       6
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         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. Management had determined that the goodwill, copyrights and
         trademarks reflected on the Company's balance sheet at December 31,
         2003 have been impaired in value due to lack of viable cash flows that
         can be generated in the foreseeable future, will generate sufficient
         cash flows to recover their carrying amounts. A provision was made to
         reflect the imparement. Amortization of trademarks, copyrights and
         goodwill is determined utilizing the straight-line method based
         generally on the estimated useful lives of the intangibles, generally
         over fifteen years.

         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 billing and collection of annual contracts.

         K) RECLASSIFICATIONS -Historical financial information has in some
         cases been reclassified to conform to current financial presentation

         L) INTERIM FINANCIAL INFORMATION The financial statements for the three
         months ended March 31, 2004 and 2003 are unaudited and include all
         adjustments which in the opinion of management are necessary for fair
         presentation, and such adjustments are of a normal and recurring
         nature. The results for the three months are not indicative of a full
         year results.

         (2) INCOME TAXES Deferred income taxes (benefits) are provided for
         certain income and expenses which are recognized in different periods
         for tax and financial reporting purposes. The Company had net operating
         loss carry-forwards for income tax purposes of approximately $7,639,000
         with the latest expiring $ 578,000 $445,000, $589,200, $3,016,100 and
         $920,000 at December 31, 2018, 2017, 2016, 2015 and 2014, respectively.
         The amount recorded as deferred tax asset as of December 31, 2003 is
         approximately $2,800,000, which represents the amount of tax benefit of
         the loss carry-forward. The Company has established a 100% valuation
         allowance against this deferred tax asset, as the Company has no
         history of profitable operations.

(3) STOCKHOLDERS' EQUITY The Company has authorized 999,999,000 shares of
         $.00001 par value common stock, with 918,556,602 shares issued and
         outstanding. at march 31, 2004 Rights and privileges of the preferred
         stock are to be determined by the Board of Directors prior to issuance.

         At December 31, 2001, the Company had 829,326,599 shares of common
         stock issued and outstanding. In 2002, the Company issued 5,000,000
         shares of restricted common stock in exchange for $50,000 in cash, or
         $0.01 per share. In 2002, the Company issued 3,500,000 shares of common
         stock for legal services valued at $16,500, at prices ranging from
         $0.0038 to $0.007 per share. In 2002, the Company issued 34,000,000
         shares of common stock for services valued at $153,440, or $0.0045 per
         share. In 2002, the Company received $12,000 in cash for approximately
         2,500,000 shares of restricted common stock. These shares have not yet
         been issued.

                                       7
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) STOCKHOLDERS' EQUITY (cont'd)
         In 2003, the Company issued 10,000,000 shares of restricted common
         stock to company officers for services valued at $ 59,400. In 2003, the
         Company issued 6,000,000 shares of common stock for services valued at
         $46,005 of $.008 per share.

         In the first quarter of 2004, the company issued 4,200,000 shares of
         common stock valued at $ 31,400 for services and, and 20,000,000 shares
         of restricted common stock valued at $70,000 for compensation to the
         CEO of the company.

(4) COMMITMENTS AND CONTINGENCIES The Company rents office space in Palm
         Beach, Florida under a lease that commenced December 2003 and expires
         November 2005. The total monthly rent is currently $1,285.Future lease
         expenses are $15,420 for 2004 and $14,135 in 2005.

         Prior to the new office lease, the Company rented office space,
         furniture and equipment on a month-to- month basis for $1,000 from the
         president.

(5) SHORT-TERM DEBT At March 31 2004 , short-term debt consisted of the
         following:

                                                                       2004
                                                                   -----------
         12% 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           $   394,762

         12 % Note payable to a shareholder, unsecured, due on
         demand.  Upon any default, the note becomes due
         immediately at an interest rate of 18% per annum              272,664

         12% 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               66,257

         Total short-term debt                                      $  733,683
                                                                    ==========

(6) GOING CONCERN The accompanying financial statements have been prepared
         assuming that the Company will continue as a going concern. The
         Company's financial position and operating results raise substantial
         doubt about the Company's ability to continue as a going concern, as
         reflected by the net loss of
          $198,965 for the three months ending March 31, 2004, $5578,736 and
         $444,960 for the years ended December 31, 2003 and 2002, respectively,
         for a total cumulative loss of $8,170,000. The ability of the Company
         to continue as a going concern is dependent upon developing sales and
         obtaining additional capital and financing. The financial statements do
         not include any adjustments that might be necessary if the Company is
         unable to continue as a going concern. The Company is currently
         pursuing acquisitions of viable business's in conjunction with seeking
         additional capital to fund its planned operations.

(7) RELATED PARTY TRANSACTIONS In 2003 and 2002, the Company paid rent and
         purchased services from and made reimbursements to a related party
         company owned by an officer and major shareholder. The services
         purchased were primarily secretarial and reimbursements which include
         telephone expenses, courier charges and postage. Total payments made to
         this company during the years ended December 31, 2003 and 2002 were $
         20,500 and $18,721, respectively. Total amounts owed to this company as
         of December 31, 2003 and 2002 were $64,087 and $22,087, respectively.

                                       8
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) RECENT ACCOUNTING PRONOUNCEMENTS
         In October 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" (SFAS 144). SFAS 144 supersedes Statement of
         Financial Accounting Standards No. 121, "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS
         144 applies to all long-lived assets, including discontinued
         operations, and consequently amends the accounting and reporting
         provisions of Accounting Principles Board Opinion No. 30, "Reporting
         the Results of Operations -- Reporting the Effects of Disposal of a
         Division of a Business, and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions." SFAS 144 develops one accounting
         model for long-lived assets that are to be disposed of by sale and
         requires the measurement to be at the lower of book value or fair value
         less cost to sell. Additionally, SFAS 144 expands the scope of
         discontinued operations to include all components of an entity with
         operations that (1) can be distinguished from the rest of the entity
         and (2) will be eliminated from the ongoing operations of the entity in
         a disposal transaction. SFAS 144 is effective for fiscal years
         beginning after December 15, 2001. Impairment charges of approximately
         $225,000 were provided in 2003.

         In April 2002, the FASB issued Statement of Financial Accounting
         Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS
         145). SFAS 145 eliminates extraordinary accounting treatment for
         reporting gain or loss on debt extinguishment and amends other existing
         authoritative pronouncements to make various technical corrections,
         clarify meanings, or describe their applicability under changed
         conditions. The provisions of SFAS 145 related to the rescission of
         FASB Statement No. 4 are applicable in fiscal years beginning after May
         15, 2002, the provisions related to FASB Statement No. 13 are effective
         for transactions occurring after May 15, 2002, and all other provisions
         are effective for financial statements issued on or after May 15, 2002,
         however, early application is encouraged. Debt extinguishments reported
         as extraordinary items prior to scheduled or early adoption of SFAS 145
         would be reclassified in most cases following adoption. The adoption of
         SFAS 145 did not have a material effect on the Company's financial
         position, results of operations, or cash flows.

          In June 2002, the FASB issued Statement of Financial Accounting
         Standards No. 146, "Accounting for Costs Associated with Exit or
         Disposal Activities" (SFAS 146). SFAS 146 requires the recording of
         costs associated with exit or disposal activities at their fair values
         only when a liability has been incurred. Under previous guidance,
         certain exit costs were accrued upon management's commitment to an exit
         plan, which is generally before an actual liability has been incurred.
         The requirements of SFAS 146 were effective prospectively for exit or
         disposal activities initiated after December 31, 2002. The adoption of
         SFAS 146 did not have a material effect on our financial position,
         results of operations, or cash flows.

                                       9
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others -- an
         Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of
         FASB Interpretation No. 34" (FIN 45). FIN 45 elaborates on the
         disclosures to be made by a guarantor in its interim and annual
         financial statements about its obligations under certain guarantees
         that it has issued. It also requires a guarantor to recognize, at the
         inception of a guarantee, a liability for the fair value of the
         obligation undertaken in issuing the guarantee. In general, FIN 45
         applies to contracts or indemnification agreements that contingently
         require the guarantor to make payments to the guaranteed party based on
         changes in an underlying obligation that is related to an asset,
         liability or an equity security of the guaranteed party. The
         recognition provisions of FIN 45 are effective for guarantees issued or
         modified after December 31, 2002. The disclosure requirements of FIN 45
         are effective for financial statements of interim or annual periods
         ending after December 15, 2002. The adoption of this FIN did not have a
         material effect on the Company's financial position, results of
         operations, or cash flows.,

         In December 2002, the FASB issued Statement of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation --
         Transition and Disclosure an Amendment of FASB Statement No. 123" (SFAS
         148). SFAS 148 amends SFAS 123 "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, SFAS 148 amends the
         disclosure requirements of SFAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. SFAS 148 is effective for fiscal years
         beginning after December 15, 2002. The interim disclosure provisions
         are effective for financial reports containing financial statements for
         interim periods beginning after December 15, 2002. The adoption of the
         interim disclosure provisions of SFAS 148 did not affect our financial
         position, results of operations, or cash flows.

(9) CANCELLED  ACQUISITION
         In January 2004, the Company entered a n agreement to issue17,000,000
         shares of common stock for 60% equity positions in Time Bytes Limited
         (a U.K. company) and affiliates Time Bytes International Inc. (a
         Delaware company ) and Sports Profile Ltd. (a U.K. company) The
         acquisition was to be executed pursuant to a stock purchase agreement
         dated December 30, 2003 between the Company and the major shareholder
         of Time Bytes Limited. Certain terms of the agreement were not met and
         the acquisition was cancelled. The company had issued 5,850,000 shares
         of common stock as part of the first installment. The company is to get
         these shares returned or is to receive the proceeds of any shares that
         were sold.

                                       10
<PAGE>

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

During the first quarter, we stayed with our plan of controlled, fiscally
responsible management, seeking out entrepreneurial opportunities through
acquisitions of new technology start up companies. We have entered into several
agreements with foreign consultants in order to increase the flow of business
candidates that might result in potential acquisitions for the Company. As a
result, we continue to receive and evaluate new acquisition candidates.

One interesting result from our international outreach activities is that the
Company's stock has been accepted for trading on the Berlin Stock Exchange.
Berliner Freiverkehr AG, one of the largest German brokerage firms, acting as a
market maker for the Unofficial Regulated Markets in Berlin and Frankfurt, has
started to trade our stock. The first day of trading was March 26, 2004. The
trading symbol for the Company on the exchange is OUI, and the German Cusip
Number is US 7864161077. Now that our stock is traded on the Berlin Stock
Exchange, German investors can now buy the Company's shares in their domestic
currency.

Unfortunately, we will not be completing our acquisition of a 60% interest in
Time Bytes, Ltd., and its two affiliates. Our additional due diligence, prior to
making our second payment for this acquisition, brought to light additional
facts which we found to be unacceptable. As a result, we have terminated the
acquisition and have made demand for the return of our initial payment.

COMPARISON OF THE PERIODS ENDED MARCH 31, 2004 AND MARCH 31, 2003

Revenues were $17,634 and $29,956 for the quarters ended March 31, 2004 and
2003, respectively. The decrease in revenues is primarily a result of our
competition offering web services for lower prices.

Cost of Sales were $4,895 and $5,180 for the quarters ended March 31, 2004 and
2003, respectively. This reflects reduced costs as a result of our reduced
revenues.

Selling, general, and administrative expenses were $181,611 and $76,108 for the
quarters ended March 31, 2004 and 2003, respectively. The increase reflects an
increase in general and administrative expenses as a result of increased efforts
to locate, evaluate, and attract acquisition candidates.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004, the Company had a $856,770 working capital deficit, compared
to a $770,876 working capital deficit as of December 31, 2003. The increase of
$85,894 is primarily due to the increase in general and administrative expenses,
as discussed above.

                                       11
<PAGE>

The Company currently has limited revenues while it seeks to develop its
existing investments and looks for additional suitable business combinations.
The Company is essentially dependant, at this time, on its primary shareholder
to fund operating shortfalls. There can be no assurance that the Company's cash
flow will increase in the near future, or that the revenues eventually generated
from its existing investments will be sufficient to allow the Company to pursue
additional profitable ventures.

Risk Factors.

The Company is engaged in providing support to those involved in commerce on the
Internet platform. This business involves many opportunities, as well as
significant risks, many of which are out of our control. Some of the risks that
we face are as follows:

The viability of IAI's customers is dependent upon their success in e-commerce.
The nature of e-commerce is continually developing. Customers who are unable to
evolve with the development of e-commerce may fail, and as a result, we would
lose a customer.

We expect to continue to incur net losses and negative cash flows for the
foreseeable future, and there can be no assurance that we will ever achieve
profitability or generate positive cash flows. As we continue to deploy our
business plan, we expect to incur significant operating expenses particularly in
the sales, marketing and operations areas. These types of expenses will grow as
we expand the scope and reach of our operations. If our revenues do not grow as
expected, or if our actual expenses exceed our budgeted expenses, there could be
a material adverse effect on our business, operating results and financial
condition. We will need to raise additional funds through the issuance of
equity, equity-related or debt securities. If we are unable to obtain additional
financing on reasonable terms to enable the development of our business plan, we
may never be able to completely implement our on-line strategy.

Interruptions in service from third-parties could impair the quality of IAI's
service. IAI relies upon third-party computer systems and third-party service
providers, including Internet bandwidth providers. Any interruption in these
third-party services or a deterioration in their performance could impair the
quality of IAI's service. If our arrangements with any of these third-parties
were to be terminated, we may not be able to find an alternative source of
systems support on a timely basis or on commercially reasonable terms.

As our operations grow in both size and scope, domestically and internationally,
we will need to continually upgrade our systems and infrastructure to offer our
customers and suppliers enhanced products, services, features and functionality.
The expansion of our systems will require additional financial, operational and
technical resource expenditures before business volume might reach levels
sufficient to yield profitability, with no assurance that the volume of business
will increase or that profitability will be achieved. Consumers and suppliers
will not tolerate a service hampered by slow delivery times, unreliable service
levels or insufficient capacity, any of which could have a material adverse
effect on our business, operating results and financial condition.

                                       12
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We may be subject to delays in service because of intentional, criminal third
party intervention. The events of September 11, 2001, demonstrated that no firm
can be completely secure from terrorist acts. Though we have taken several
precautions to prevent any disruptions from terrorist attacks, we cannot
guarantee that our operations are completely invulnerable. A disruption can
occur from numerous sources, including damage to the company property, damage to
one of our vendors, suppliers or customers, or damages to third parties such
that it restricts the flow of commerce. In addition, a disruption could be the
result of an intentional attack on our computer systems. Disruptions could
materially adversely affect our revenues.

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

We depend upon the efforts of a few individuals and employees, and our ability
to attract, retain and motivate highly skilled employees. We depend
substantially on the services and performance of our senior management,
particularly Barbara L. Tolley, our Chairman; Michael Posner, our President;
Michael Bhathena, our Chief Information Officer; and Bradford L. Tolley, our
Secretary and Treasurer. These individuals may not be able to fulfill their
responsibilities adequately and may not remain with us. The loss of the services
of any executive officers or other key employees could hurt our business.

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 Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control, objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

                                       13
<PAGE>

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

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

                          PART II -- OTHER INFORMATION

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

         (a) Exhibits.

         31.1  Certification of principal executive officer

         31.2  Certification of principal financial officer

         32    Section 1350 Certification

         (b) Reports on Form 8-K.

               On February 14, 2004, the Company filed a Report on Form 8-K
               reporting on the status of its acquisition of Time Bytes,
               Ltd., and affiliates.


                                       14
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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        Safe Technologies International, Inc.
                                        (Registrant)



Date: May   , 2004                      By: /s/ Michael Posner
    --------------                          ------------------
                                            Michael Posner, President