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


                                   FORM 10-QSB

(Mark One)

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

        For the quarterly period ended September 30, 2001
                                       ------------------------

[   ]   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                              (IRS Employer
 of incorporation or organization)                         Identification No.)


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

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

               Safe Aid Products Incorporated, 249 Peruvian Ave.,
                         Ste. F-2, Palm Beach, FL 33480
    ------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 819,576,600
                                           --------------


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

<PAGE>





                                TABLE OF CONTENTS


                                                                      Page

Accountants' Review Report                                               1

Consolidated Financial Statements:

         Balance Sheet                                                 2 - 3

         Statements of Operations                                        4

         Statement of Changes in Stockholders' Equity                  5 - 9

         Statements of Cash Flows                                       10

Notes to Consolidated Financial Statements                            11 - 17

                                       i




<PAGE>
                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Accountants' Review Report


To the Board of Directors and Shareholders
Safe Technologies International, Inc.
    And Subsidiaries
Palm Beach, Florida

We have reviewed the accompanying consolidated balance sheet of Safe
Technologies International, Inc., a Delaware corporation, and subsidiaries, as
of September 30, 2001 and the related consolidated statements of operations for
the quarters and nine-month periods ended September 30, 2001 and 2000. We have
also reviewed the related consolidated statements of cash flows for the
nine-month periods ended September 30, 2001 and 2000, as well as the related
statements of changes in stockholders' equity for the years ended December 31,
2000 and 1999, and for the nine-month period ended September 30, 2001. All
information included in these financial statements is the responsibility of the
Company's management.

A review consists primarily of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company incurred significant losses
during the quarter ended September 30, 2001 and is completely reliant on the
Internet industry for its operations. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 9. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



November 5, 2001


                                       -1-


<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001



ASSETS

CURRENT ASSETS
  Cash                                                                  $ 31,405
  Accounts Receivable (net of allowance for doubtful accounts
       of $25,981)                                                        13,623
                                                                        --------
         TOTAL CURRENT ASSETS                                             45,028

PROPERTY & EQUIPMENT
  Fixed assets (net of accumulated depreciation)                         115,385

OTHER ASSETS
  Deposits                                                                 9,200
  Goodwill, copyrights and trademarks (net of accumulated
     amortization)                                                       402,275
                                                                        --------

         TOTAL OTHER ASSETS                                              411,475
                                                                        --------

TOTAL ASSETS                                                            $571,888
                                                                        ========

             See Accountants' Review Report and Accompanying Notes

                                      -2-




<PAGE>


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                   $    72,906
  Accrued Expenses                                                        63,431
  Notes Payable                                                          400,503
  Deferred Income                                                          4,515
  Lease Payable, current portion                                           1,700
                                                                     -----------

        TOTAL CURRENT LIABILITIES                                        543,055

LONG TERM LIABILITIES                                                       --
                                                                     -----------

                      TOTAL LIABILITIES                                  543,055

SHAREHOLDERS' EQUITY
  Common Stock, par value $0.00001, 999,999,000 shares authorized,
     819,576,600 shares issued and outstanding                            8,196
  Capital subscribed                                                     75,000
  Additional Paid-in Capital                                          6,895,012
  Accumulated Deficit                                                (6,949,375)
                                                                    -----------

                    TOTAL SHAREHOLDERS' EQUITY                           28,833
                                                                    -----------

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $   571,888
                                                                    ===========


             See Accountants' Review Report and Accompanying Notes

                                       -3-

<PAGE>

<TABLE>
<CAPTION>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000, AND
                YEAR-TO-DATE THROUGH SEPTEMBER 30, 2001 AND 2000

                                                    FOR THE QUARTERS ENDED        YEAR-TO-DATE THROUGH
                                                    SEPT 30,       SEPT 30,       SEPT 30,      SEPT 30,
                                                      2001          2000           2001           2000
                                                  -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>
REVENUE
  Sales, Net of Customer Returns                  $    53,662    $    61,602    $   192,978    $   350,725

EXPENSES
  Cost of Goods Sold                                   10,831         24,715         38,763         71,867
                                                  -----------    -----------    -----------    -----------

               GROSS PROFIT                            42,831         36,887        154,215        278,858
                                                  -----------    -----------    -----------    -----------

  Selling, General and Administrative Expenses:
     Advertising and Promotion                            825          2,960          3,962          4,228
     Consulting Fees                                  122,000         18,746        206,093      1,006,715
     Depreciation and Amortization                     19,237         17,111         57,278         51,099
     Management Fees                                     --            3,125           --            9,375
     Salaries and Benefits                              5,500        181,186        191,127        371,152
     Legal and Professional Services                   34,352         36,701        160,075        123,795
     Proxy and Broker Services                            825            885          2,540          3,150
     General and Administrative                        37,236        101,509        100,272        548,133
                                                  -----------    -----------    -----------    -----------
    TOTAL SELLING, GENERAL & ADMINISTRATIVE
       EXPENSES                                       219,975        362,223        721,347      2,117,647
                                                  -----------    -----------    -----------    -----------

OTHER INCOME & (EXPENSES)
   Interest Expense                                    (7,380)        (3,879)       (23,352)       (12,100)
                                                  -----------    -----------    -----------    -----------

NET  (LOSS)                                       $  (184,524)   $  (329,215)   $  (590,484)   $(1,850,889)
                                                  ===========    ===========    ===========    ===========

NET  (LOSS) PER SHARE                             $ (0.000225)   $  (0.00044)   $ (0.000725)   $  (0.00246)
                                                  ===========    ===========    ===========    ===========
</TABLE>

             See Accountants' Review Report and Accompanying Notes

                                      -4-

<PAGE>

<TABLE>
<CAPTION>

                                                                        SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                                                  AND SUBSIDIARIES
                                                              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                                                  AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                             Common Stock        Capital     Paid In      Accumulated
                                                         Shares        Amount   Subscribed   Capital        Deficit        TOTAL
                                                     ------------------------------------------------------------------------------
<S>                                                    <C>           <C>        <C>         <C>          <C>            <C>
Balance, December 31, 1999                             746,200,414   $  7,462   $  40,000   $3,714,589   $(3,342,742)   $  419,309

Issuance of shares of common stock to an officer as      1,000,000         10        --         49,990          --          50,000
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock as reimbursement        300,000          3        --         14,997          --          15,000
  for expenses, January 13, 2000 ($0.05 per share)

Issuance of shares of common stock to an officer as      2,000,000         20        --         99,980          --         100,000
  compensation for services provided, January 13,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as     30,000,000        300        --      1,499,700          --       1,500,000
  compensation for services provided, February 9,
  2000 ($0.05 per share)

Issuance of shares of common stock to an officer as      3,000,000         30        --        149,970          --         150,000
  compensation for services provided, February 15,
  2000 ($0.05 per share)

Issuance of shares of common stock for technology          324,003          3        --         19,997          --          20,000
  services valued at $0.0617 per share, May 31, 2000

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

                 Sub-total                             783,324,417   $  7,833   $  40,000   $5,588,268   $(3,342,742)   $2,293,359



                                  See Accountants' Review Report and Accompanying Notes
</TABLE>
                                                           -5-

<PAGE>


<TABLE>
<CAPTION>

                                                SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                          AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                          AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                              Common Stock      Capital      Paid In     Accumulated
                                                         Shares       Amount   Subscribed    Capital       Deficit         TOTAL
                                                     ------------------------------------------------------------------------------
<S>                                      <C>              <C>               <C>                 <C>                          <C>
                  Sub-Total                           783,324,417   $   7,833   $ 40,000   $ 5,588,268   $(3,342,742)   $ 2,293,359


Issuance of shares of common stock, June 9, 2000,         500,000           5       --          74,995          --           75,000
  in exchange for cash to Ruth Deutsch
  (Franklin L Frank) ($0.15 per share)

Issuance of shares of common stock to an unrelated        150,000           2       --          11,713          --           11,715
  party for service bonus valued at $0.0781
  per share, June 14, 2000

Issuance of shares of common stock for consulting         200,000           2       --          11,998          --           12,000
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as       500,000           5       --          29,995          --           30,000
  compensation for services, June 14, 2000 ($0.06
  per share)

Issuance of shares of common stock for consulting         200,000           2       --          11,998          --           12,000
  services, June 14, 2000 ($0.06 per share)

Issuance of shares of common stock to an officer as    12,000,000         120       --         599,880          --          600,000
  compensation for services provided from
  February 9, 1998 through June 30, 2000
 ($0.05 per share)
                                                     ------------------------------------------------------------------------------
                 Sub-Total                            796,874,417   $   7,969   $ 40,000   $ 6,328,847   $(3,342,742)   $ 3,034,074

                                        See Accountants' Review Report and Accompanying Notes
</TABLE>
                                                                 -6-

<PAGE>

<TABLE>
<CAPTION>

                                                                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                                                 AND SUBSIDIARIES
                                                            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                                                 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

                                                              Common Stock        Capital      Paid In   Accumulated
                                                         Shares        Amount    Subscribed    Capital      Deficit        TOTAL
                                                       ----------------------------------------------------------------------------
<S>                                                    <C>          <C>        <C>           <C>          <C>           <C>
                  Sub-Total                            796,874,417  $   7,969  $    40,000   $ 6,328,847  $(3,342,742)  $ 3,034,074

Issuance of shares of common stock for acquisition         375,000          4         --          22,496         --          22,500
  services, July 26, 2000 ($0.06 per share)

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

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

Issuance of shares of common stock for legal services      500,000          5         --          19,995         --          20,000
  on October 6, 2000 ($0.04 per share)

Issuance of shares of common stock to an officer           500,000          5         --          19,995         --          20,000
  as compensation for services, November 17, 2000
  ($0.04 per share)

Issuance of shares of common stock to an officer           500,000          5         --           9,995         --          10,000
  as compensation for services, December 20, 2000
  ($0.02 per share)

Issuance of shares of common stock in exchange for       4,405,882         44      (40,000)       39,956         --            --
  capital subscribed in 1998, December 31, 2000
                                                       ----------------------------------------------------------------------------
                 Sub-Total                             805,605,299      8,056         --       6,599,060   (3,342,742)    3,264,374

                                  See Accountants' Review Report and Accompanying Notes
</TABLE>
                                                           -7-
<PAGE>

<TABLE>
<CAPTION>
                                          SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                    AND SUBSIDIARIES
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                    AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


                                                            Common Stock        Capital       Paid In    Accumulated
                                                         Shares       Amount   Subscribed     Capital      Deficit        TOTAL
                                                     ------------------------------------------------------------------------------
<S>                                                   <C>          <C>         <C>          <C>          <C>           <C>
                  Sub-Total                           805,605,299  $    8,056  $      --    $ 6,599,060  $(3,342,742)  $ 3,264,374

Net loss, December 31, 2000                                  --          --           --           --     (3,016,149)   (3,016,149)
                                                                                                                       -----------

Balance, December 31, 2000                            805,605,299       8,056         --      6,599,060   (6,358,891)      248,225

Issuance of shares of common stock for legal            1,000,000          10         --         19,990         --          20,000
  services, January 3, 2001 ($0.02 per share)

Issuance of shares of common stock based on             4,204,634          42         --         84,050         --          84,092
  terms of "Connect.ad, Inc." acquisition
  agreement, January 15, 2001 ($0.02 per share)

Issuance of shares of common stock in exchange          1,666,667          17         --         49,983         --          50,000
  for capital subscribed, February 15, 2001

Capital subscribed, per agreement dated May 9, 2001          --          --         50,000         --           --          50,000

Issuance of shares of common stock for legal            1,000,000          10         --         19,990         --          20,000
  services, June 18, 2001 ($0.02 per share)

Capital subscribed, per agreement dated July 3, 2001         --          --         25,000         --           --          25,000
                                                                                                                       -----------

                Sub-Total                             813,476,600       8,135       75,000    6,773,073   (6,358,891)      497,317

                                  See Accountants' Review Report and Accompanying Notes
</TABLE>

                                                           -8-


<PAGE>

<TABLE>
<CAPTION>
                                          SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                                    AND SUBSIDIARIES
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                    AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


                                                        Common Stock          Capital      Paid In    Accumulated
                                                    Shares        Amount     Subscribed    Capital       Deficit      TOTAL
                                                  -----------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>          <C>           <C>
                  Sub-Total                       813,476,600  $     8,135  $    75,000  $ 6,773,073  $(6,358,891)  $   497,317

Issuance of shares of common stock to an officer    5,000,000           50         --         99,950         --         100,000
  as compensation for services, July 3, 2001
  ($0.02 per share)

Issuance of shares of common stock to an officer      750,000            8         --         14,992         --          15,000
  as reimbursement for expenses, July 3, 2001
  ($0.02 per share)

Issuance of shares of common stock to an officer      350,000            3         --          6,997         --           7,000
   as compensation for services, July 3, 2001
  ($0.02 per share)

Net loss, September 30, 2001                             --           --           --           --       (590,484)     (590,484)



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

Balance, September 30, 2001                       819,576,600        8,196       75,000    6,895,012   (6,949,375)       28,833
                                                  =============================================================================


                                  See Accountants' Review Report and Accompanying Notes
</TABLE>

                                                           -9-





<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                YEAR-TO-DATE THROUGH SEPTEMBER 30, 2001 AND 2000


                                                            YTD THROUGH
                                                       SEPT 30,       SEPT 30,
                                                         2001          2000
                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                         $  (590,484)   $(1,850,889)
  Adjustments to Reconcile Net Loss to Net
    Cash Provided by Operating Activities:
      Depreciation and Amortization                       57,278         51,099
      Allowance for Doubtful Accounts                      7,100         53,426
   Change in Assets and Liabilities
        (Increase) decrease in Accounts Receivable         4,173          6,124
        (Increase) decrease in Deposits                    3,689           --
        (Increase) decrease in Other Assets              120,000         12,618
        Increase (decrease) in Accounts Payable              857        (11,696)
        Increase (decrease) in Accrued Expenses           21,388         82,499
        Increase (decrease) in Other Payables               --           51,275
        Increase (decrease) in Deferred Income              --              779
        Increase (decrease) in Shareholders' Loan         14,500           --
                                                     -----------    -----------

                  NET CASH (USED) BY OPERATING
                          ACTIVITIES                    (361,499)    (1,604,765)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                    (18,892)        (3,326)
                                                     -----------    -----------

                  NET CASH USED BY INVESTING
                          ACTIVITIES                     (18,892)        (3,326)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in Common Stock                                  141      1,592,215
   Increase (Decrease) in Capital Subscribed              75,000           --
   Increase in Additional Paid-in Capital                295,953           --
                                                     -----------    -----------

                  NET CASH PROVIDED BY FINANCING
                          ACTIVITIES                     371,094      1,592,215
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH                           (9,297)       (15,876)

CASH, BEGINNING OF PERIOD                                 40,702         16,372
                                                     -----------    -----------

CASH, END OF PERIOD                                  $    31,405    $       496
                                                     ===========    ===========

              See Accountants' Review Report and Accompanying Notes

                                       -10-


<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)


1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

     Nature of Business:
          Safe Technologies International, Inc. ("Safe Tech") and its
          subsidiaries is a multi-faceted company specializing in Internet
          services and products.

     Organization:
          The Company was incorporated under the laws of the state of Delaware
          on May 21, 1987 as Safe Aid Products, Inc. On February 9, 1998, the
          Company changed its name to Safe Technologies International, Inc.

     Basis of Consolidation:
          The consolidated financial statements include the accounts of
          SafeTechnologies International, Inc. and its subsidiaries Internet
          Commerce, Inc., Total Micro Computers, 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.

     Use of Estimates:
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.

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

     Financial Instruments:
          Cash and cash equivalents, accounts receivable and accounts payable
          are short-term in nature and the net values at which they are recorded
          are considered to be reasonable estimates of their fair values. The
          carrying values of notes payable are deemed to be reasonable estimates
          of their fair values.



                                      -11-

<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)


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

     Accounts Receivable:
          It is the policy of management to review the outstanding accounts at
          year-end, as well as review bad debts, and establish an allowance for
          doubtful accounts and uncollectible amounts.

     Advertising:
          Advertising costs, which are included in selling, general and
          administrative expenses, are expensed as costs are incurred.
          Advertising expense was $1,251 and $933 for the quarters ended
          September 30, 2001 and 2000, respectively.

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

     Intangible Assets:
          The Company continually evaluates the carrying value of goodwill and
          other intangible assets to determine whether there are any impairment
          losses. If indicators of impairment are present in intangible assets
          used in operations, and future cash flows are not expected to be
          sufficient to recover the assets' carrying amount, an impairment loss
          would be charged to expense in the period identified.

     Reclassifications:
          Certain reclassifications were made to the 2001 financial statements
          presentation in order to conform to the 2000 financial statements
          presentation.

     Property & Equipment:
          Property and equipment is carried at cost. Depreciation of depreciable
          assets is computed using the straight-line method of depreciation over
          the estimated useful lives of the assets. The estimated useful life is
          between 5 and 10 years.

     Amortization:

          Amortization of trademarks, copyrights and goodwill is determined
          utilizing the straight-line method based generally on the estimated
          useful lives of the intangibles, as follows:

                  Trademarks and copyrights        15 years
                  Goodwill                         15 years

                                      -12-

<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)

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

     Cash and Cash Equivalents:
          For purposes of the statements of cash flows, the Company considers
          all unrestricted highly liquid investments with an initial maturity of
          three months or less to be cash equivalents.

     Deferred Income:
          Deferred income arises in the normal course of business from the
          development of new web site contracts. The Company recognizes income
          when delivery has occurred or services have been rendered.

     Deferred income at September 30, 2001 and 2000 was $4,515 and $0,
     respectively.

     Accounting Pronouncements:
          In June 1997, the Financial Accounting Standards Board issued
          Statement of Accounting Standards No. 131, Disclosures About Segments
          of an Enterprise and Related Information (SFAS No. 131), which
          established presentation of financial data based on the "management
          approach." SFAS No. 131 is applicable for fiscal years beginning after
          December 15, 1997. For the current fiscal year, the presentation of
          segment reporting is deemed by management to be immaterial.

     Net Loss Per Share:

          Net loss per share is computed by dividing net loss by the weighted
          average number of common shares outstanding for the period.

2.   CAPITAL STOCK TRANSACTIONS:

     The Articles of Incorporation provide for the authorization of 950,000,000
     shares of common stock at $0.00001 par value. On January 30, 1999, the
     stockholders approved increasing the authorized number of shares to
     999,999,000.

     In June 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, $0.00001
     par value, and 500 redeemable common stock warrants designated redeemable
     Warrant "A". Each redeemable Warrant "A" would, upon exercise,


                                      -13-




                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)


2.   CAPITAL STOCK TRANSACTIONS (continued):

     entitle the holder to purchase one share of common stock for $0.20 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
     $0.50 per share. The exercise periods of both Class "A" and Class "B"
     warrants were extended by the Board of Directors through January 9, 2001,
     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 December 31, 2000.

     On December 30, 2000, the Board of Directors extended the exercise periods
     of both Class "A" and Class "B" Common Stock purchase warrants through
     January 8, 2002.

3.   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
     December 31, 2000, the Company had received payment in full and had issued
     the shares related to this subscription.

     The Company entered into a subscription agreement for the purchase of
     1,666,667 shares of common stock for $50,000 on January 12, 2001. At March
     31, 2001, the Company had received payment in full and had issued the
     shares related to this subscription.

     In May 2001, the Company received a $50,000 deposit on a subscription
     agreement for the purchase of an undetermined number of shares of common
     stock. At September 30, 2001, the Company had not yet finalized the terms
     of the agreement and, therefore, had not yet issued the shares related to
     this subscription.

     In September 2001, the Company received a $25,000 deposit on a subscription
     agreement for the purchase of an undetermined number of shares of common
     stock. At September 30, 2001, the Company had not yet finalized the terms
     of the agreement and, therefore, had not yet issued the shares related to
     this subscription.

4.   LEASES:

     The Company rents office space in Palm Beach and Boca Raton, Florida. The
     total monthly rent is currently $3,514. The Company also rented office
     furniture and equipment on a month-


                                      -14-


<PAGE>


                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)

4.   LEASES (continued):

     to-month basis for $1,000 from the president, an arrangement that was
     discontinued in March 2001 when furniture and equipment was purchased.

5.   INCOME TAXES:

     The Company and its subsidiaries file consolidated income tax returns. No
     provision has been made in the accompanying financial statements for income
     taxes payable because of the Company's operating loss from operations. At
     December 31, 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 2016. Net operating
     losses of $2,143,299 for the year ended December 31, 2000 will expire in
     2016. Additionally, the Company has approximately $44,000 of research and
     development credits available to offset future income taxes through the
     year 2005. There can, however, be no assurance that the Company will have
     future operating profits.

6.   NOTES PAYABLE:

     At September 30, 2001, short-term debt consisted of the following:

          12% note payable to an officer,                     $229,925
          unsecured, due on demand. Upon
          any default, the note becomes due
          immediately at an interest rate of
          18% per annum

          Note payable to a shareholder,                       134,086
          unsecured, due on demand, no
          interest rate specified

          Note payable to CGI Marketing,                        35,142
          unsecured, due on demand, with
          an interest rate of 5.5%

          Note payable to an officer, unsecured,                 1,350
                                                              --------
          due on demand, no interest rate
          specified

              Total short-term debt                           $400,503
                                                              ========


                                      -15-


<PAGE>



                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)


7.   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

     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 December 31, 2000, 6,924,003 shares were granted under the Plan.


8.   EMPLOYMENT AGREEMENTS

     The Company entered into an employment agreement dated January 30, 1997
     with Barbara Tolley, its chairman of the board. The term of the agreement
     was 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 by mutual consent. The contract was not renewed on February 9,
     2001.

     In consideration of the services performed, the Company paid Ms. Tolley in
     stock $360,000 during the year ended December 31, 2000 ($120,000 per year
     for the three-year term of the agreement.)


9.   GOING CONCERN

     The Company's financial statements have been presented on the basis that it
     is a going concern, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business.

         As shown in the accompanying consolidated financial statements, the
         Company incurred a net loss of $184,524 during the quarter ended
         September 30, 2001 and, as of that date, intangible assets represent
         70% of total assets. The Company's sales volume decreased substantially
         from the quarter ended September 30, 2000 to 2001. Those factors, as
         well as the Company's


                                      -16-


<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
                        (See Accountants' Review Report)


9.   GOING CONCERN (continued):

     reliance on the Internet industry, create an uncertainty about the
     Company's ability to continue as a going concern. Management has developed
     a plan to acquire businesses outside of the Internet industry, and is
     actively searching for acquisition targets in order to reduce the Company's
     reliance on any one business or industry (see Note 11). The ability of the
     Company to continue as a going concern is dependent on the success of this
     plan. The consolidated financial statements do not include any adjustments
     that might be necessary if the Company is unable to continue as a going
     concern.


10.  PENDING LITIGATION

     An individual, who was a shareholder of INI (prior to its merger with Safe
     Tech), filed a lawsuit in June 2000 against Safe Tech, its chairman and
     chief executive officer. He is claiming that he is entitled to more shares
     in the Company than he received pursuant to the merger of INI with Safe
     Tech. Management denies the claims asserted by the shareholder and is
     defending the lawsuit vigorously.


11.  SUBSEQUENT EVENTS

     On April 24, 2001, the Company entered into a letter of intent with a
     private investment banker representing Pro:Con A/S, a European corporation
     desiring to merge with Internet Commerce, Inc., one of the Company's
     subsidiaries. On October 22, 2001, the Company exchanged agreement drafts
     with Pro:Con on the preliminary terms of the merger.


                                      -17-


<PAGE>

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

     Safe Technologies International Inc., a Delaware corporation (the
"Company"), is continuing its efforts to build a multi-faceted company serving
the developing e-commerce industry. As of September 30, 2001, the Company has
two active subsidiaries: Internet Associates International, Inc., a Nevada
corporation ("IAI"), and Connect.ad, Inc., et al. Companies, along with
Connect.ad of Florida and Connect.ad Services, Inc., all Florida corporations
(collectively, "Connect.ad"). Unless the context otherwise requires, the term
"Company" refers to the Company, IAI and Connect.ad.

         The internet underwent substantial evolution during 2000 and through
2001, and the Company reassessed its outlook on the new paradigm for the
e-commerce industry. Many companies built around the internet and e-commerce
experienced and continue to experience severe setbacks in 2000 and 2001. While
the Company experienced frustration in its efforts to acquire additional
operating businesses, the Company stayed with its plan of controlled,
fiscally-responsible growth, and so avoided the drastic economic fluctuations
experienced by other internet-based companies. The Company has confidence that
our existing internet and e-commerce wholly-owned subsidiaries will provide
important niche services for small to medium-sized businesses and that our
subsidiaries' management is entrepreneurial and flexible enough to accommodate
what is sure to be additional market shifts in this burgeoning industry.

         Third Quarter operations reflect the critical paths and philosophies
that the Company's Management has adopted and followed in order to structure
operations to accommodate growth in the final quarter of 2001. We achieved a
number of fundamental objectives that should posture the Company for future
growth, and are planning the next phase of our evolution.

         The Third Quarter saw us continue to grow into our new offices. During
our First Quarter, we relocated the Company's corporate offices to another
office building within Palm Beach, Florida, in order to gain additional space
and to consolidate management operations, gaining greater efficiency, control,

                                       1

<PAGE>

and ease of administration. The new office provides a user friendly atmosphere
for accommodating meetings, groups, shareholders, and the like, as well as
providing ample parking.

         During the Third Quarter we also made decisions that allow all key
Management personnel to devote more time to seeking and evaluating potential
acquisitions within the qualification parameters previously established by
Management. In seeking new acquisitions, less time has been devoted to the
evaluation of "Internet" companies because of the operating hazards many
Internet companies operations have faced. While continuing to be involved in the
migration of commerce to the Internet arena, through the Company's wholly-owned
subsidiaries, the Company's focus and emphasis will be to acquire "brick and
mortar" operations with good revenue histories, within an industry of
above-average growth potential. Management's goal is to make three to four
acquisitions in the next year that will increase earnings.

         Another key element in Management's directional planning was the
decision to seek an appropriate merger partner for one of our currently inactive
subsidiaries. Management has long believed that for the right company, in a
compatible business, such a merger would be of great benefit to the Company and
the Shareholders. On April 24, 2001, the Company entered into a letter of intent
with a private investment banker representing a European Company "Pro:Con A/S"
allowing Pro:Con A/S to merge with one of the Company's subsidiaries. We have
exchanged agreement drafts with Pro:Con A/S and are continuing negotiations to
finalize remaining issues. We will disseminate further information on the terms
of the agreement to our shareholders when a definitive agreement has been
signed.

         Comparison of the quarter ended September 30, 2001 ("Quarter 2001") and
September 30, 2000 ("Quarter 2000").

         Revenues were $53,662 for Quarter 2001 and were $61,602 for Quarter
2000, representing a decrease of 13%. Approximately $0 of the 2001 revenues were
derived from ICI and $52,896 of the 2001 revenues were derived from IAI. The
balance of the 2001 revenues were from Connect.ad of South Fla., Inc.

         Cost of Sales were $10,831 in Quarter 2001 compared to $24,715 in
Quarter 2000. The decrease in Cost of Sales is a result of significant cost
savings from a strategic refocus of organizational resources. Cost of Sales in
Quarter 2001 were $0 for ICI, $10,831 for IAI and $0 for Connect.ad of South
Fla., Inc.

         Selling, general, and administrative expenses were $219,975 for Quarter
2001 compared to $362,223 for Quarter 2000. The decrease in Selling, general,
and administrative expenses is a result of significant cost savings from a
strategic refocus of organizational resources.


RISK FACTORS

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

                                       2

<PAGE>

         The viability of our 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 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 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.

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

         Our future revenues and profits depend upon the widespread acceptance
and use of the Internet and on-line services as a medium for commerce. Rapid
growth in the use of the Internet and on-line services is a recent phenomenon.
This growth may not continue. A sufficiently broad base of consumers may not
accept, or continue to use, the Internet as a medium of commerce. Demand for and
market acceptance of recently introduced products and services over the Internet
involves a high level of uncertainty.

         The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
success will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary speed, data capacity and security, and the
timely development of complementary products for providing reliable Internet
access and service. Major on-line service providers and the Internet itself have
experienced outages and other delays as a result of software and hardware
failures and could face such outages and delays in the future. Outages and
delays are likely to affect the level of Internet usage and 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 because of increased government
regulation. The adoption of new standards or government regulation may require
us to incur substantial compliance costs.

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

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

                                       3

<PAGE>

         Our success depends upon the development and maintenance of superior
technology systems and infrastructure.

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

         Our business is exposed to risks associated with on-line commerce
security and credit card fraud.

         Consumer concerns over the security of transactions conducted on the
Internet or the privacy of users may inhibit the growth of the Internet and
on-line commerce. To transmit securely confidential information such as customer
credit card numbers, we will rely upon encryption and authentication technology.
Unanticipated events or developments could result in a compromise or breach of
integrity of our consumer transaction data. Our servers could also be vulnerable
to viruses transmitted over the Internet, which if not detected, could create a
service interruption.

         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.
Disruptions could materially adversely affect our revenues.

         The Company is attempting to expand its 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 of 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, additional expenses associated with amortization of acquired
intangible assets, the maintenance of uniform standards, controls 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.

         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 Michael Posner, our President; Barbara L. Tolley, our Chairman and

                                       4

<PAGE>

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 of any executive
officers or other key employees could hurt our business.

         An element of the Company's future growth strategy is to increase the
distribution and sale of the Company's products into international markets. The
Company's existing and planned international operations are subject to political
and economic uncertainties, including, among other things, inflation, risk of
modification of existing arrangements with governmental authorities,
transportation, tariffs, export controls, government regulation, currency
exchange rate fluctuations, foreign exchange restrictions that limit the
repatriation of investments and earnings therefrom, changes in taxation,
hostilities or confiscation of property. Changes related to these matters could
have a material adverse effect on the Company.


                                        5


<PAGE>


                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         In June, 2000, a former shareholder of INI, prior to its merger into
the Company, brought a lawsuit in Palm Beach County, Florida, against the
Company and Barbara L. Tolley, Chairman and Chief Executive Officer of the
Company, and formerly the President of INI, claiming that he is entitled to more
shares in the Company than he received pursuant to the merger of INI into the
Company. The Company and Ms. Tolley deny the facts as asserted by Prouty and are
vigorously defending the lawsuit. There have been no material developments in
the Third Quarter.

ITEM 2. CHANGES IN SECURITIES.

         On March 7, 2001, the Company's Class A and Class B Warrants were
extended by the Board of Directors through January 9, 2002. Upon exercise, each
Class A Warrant entitles the holder to purchase one share of common stock for
$.20 per share and to receive one redeemable Class B Warrant. Upon exercise,
each Class B Warrant entitles the holder to purchase one share of common stock
for $.50 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         There have been no changes in the securities of the Company during the
applicable period.

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

         No matters during the period have been submitted to a vote by security
holders.

ITEM 5. OTHER INFORMATION.

         Not applicable.

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

         (a)      Exhibits.

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

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

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

                                       6

<PAGE>

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

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

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

         16.1 Letter on Change in Certifying Accountants (filed as Exhibit 99.1
to the Company's Report on Form 8-K dated March 9, 1999, and filed as an Exhibit
to the Company's Annual Report on Form 10-KSB for 1998 filed on March 31, 1999,
and incorporated herein by this reference).

         16.2 Letter on Change in Certifying Accountants (filed as Exhibit 99.1
to the Company's Report on Form 8-K/A dated December 18, 2000, and incorporated
herein by this reference.

         21.1 Subsidiaries of the Company (filed as Exhibit 21.1 to the
Company's Annual Report on Form 10-KSB/A for the year ended December 31, 1999,
and incorporated herein by this reference).

         (b)      Reports on Form 8-K.

                  The Company filed no reports on Form 8-K during the quarter
ended September 30, 2001.




                                       7

<PAGE>


                                   SIGNATURES

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


                                       Safe Technologies International Inc.
                                       (Registrant)



Date: November 14, 2001                By: /s/ Michael Posner
                                           -------------------------------------
                                                   (Signature)


                                       8