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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10QSB
  
  
                Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934
  
                 For the quarterly period ended March 31, 1999
  

                          Commission File No. 000-17746


                  SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                   (Formerly Safe Aid Products Incorporated)
              ----------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


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


       249 Peruvian Avenue
       Suite F2
       Palm Beach, Florida                               33480
   -------------------------------                     ----------
   (Address of principal executive                     (Zip Code)
    offices)
   
   
   Registrant's telephone number,
   including area code:                               (561) 832-2700
                                                      --------------


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

                         YES [X]        NO [ ]  

     Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practical 
date:  
  
     Common Stock, $0.00001 Par Value - 723,489,700 shares as of
May 10, 1999.
<PAGE>

INDEX
-----

                                                                      Page
                                                                      ----
PART I   FINANCIAL INFORMATION


  Item 1.  Financial Statements

           Consolidated Balance Sheets -
           March 31, 1999 (Unaudited) and December 31, 1998.............3

           Consolidated Statements of Operations (Unaudited) -
           Three Months Ended March 31, 1999 and March 31, 1998.........4

           Consolidated Statements of Cash Flows (Unaudited) -
           Three Months Ended March 31, 1999 and March 31, 1998.........5

           Notes to Unaudited Consolidated Financial Statements.........6


  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.........................13

 
PART II  OTHER INFORMATION

  Item 1.  Legal Proceedings...........................................18

  Item 2.  Changes in Securities.......................................18

  Item 3.  Defaults Upon Senior Securities.............................18

  Item 4.  Submission of Matters to a Vote of Security Holders.........18

  Item 5.  Other Information...........................................18

  Item 6.  Exhibits and Reports on Form 8-K............................18


  Signature............................................................20
<PAGE>


PART 1 - FINANCIAL STATEMENT PRESENTATION

<TABLE>
                           SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                   CONSOLIDATED BALANCE SHEETS

<CAPTION>
<S>                                                                        <C>                   <C>
                                                                                 March 31,         December 31,
                                                                                   1999                 1998
                                                                               (UNAUDITED)
                                                          ASSETS
        CURRENT ASSETS                                                           
            Cash                                                           $       31,476        $      66,473
            Accounts receivable - principally trade                                68,795                  500
            Inventory                                                                   0                    0
            Loans receivable                                                            0                    0
            Notes receivable, stockholders                                              0                    0
            Prepaid expenses                                                            0                    0
                                                                           --------------        -------------
                    TOTAL CURRENT ASSETS                                          100,271               66,973

        MACHINERY AND EQUIPMENT
               Net of accumulated depreciation                                    180,561                4,233
                                                                           --------------        -------------
                    TOTAL MACHINERY AND EQUIPMENT                                 180,561                4,233
        
        INTANGIBLE ASSETS 
               Net of accumulated amortization                                    333,667              324,968
                                                                           --------------        -------------
                    TOTAL INTANGIBLE ASSETS                                       333,667              324,968
                                  
        OTHER ASSETS                                                               37,500               37,500
                                                                           --------------        -------------
                    TOTAL ASSETS                                           $      651,999       $      433,674
                                                                            =============        =============


                                          LIABILITIES AND STOCKHOLDERS' EQUITY

        CURRENT LIABILITIES
            Equipment lease                                                  $      3,433       $            0
            Payroll taxes                                                          12,484                    0
            Accounts payable, trade                                                75,467               57,776
            Accrued expenses                                                       67,452               37,452
            Accrued income taxes                                                    5,550                    0
            Loan payable stockholders                                             126,527              123,590
                                                                           --------------        -------------
                    TOTAL CURRENT LIABILITIES                                     290,913              218,818

        STOCKHOLDERS' EQUITY
            Common stock $.00001 par value
              999,999,000 shares authorized; 723,489,700 issued and outstanding    32,736                7,125
            Capital subscribed                                                     40,000               40,000
             Less: subscription receivables                                                             (1,000)
            Additional paid in capital                                          2,745,000            2,591,531
            Retained earnings (deficit)                                        (2,457,204)          (2,422,800)
                                                                           --------------         ------------
                    TOTAL STOCKHOLDERS' EQUITY                                    361,086              214,856
                                                                           --------------         ------------

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $      651,999        $     433,674
                                                                            =============         ============
</TABLE>
<PAGE>

<TABLE>

                           SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                              CONSOLIDATED STATEMENT OF OPERATIONS
                                          (UNAUDITED)

<CAPTION>
<S>                                                                <C>                     <C>
                                                                       For Three                 For Three
                                                                      Months Ended              Months Ended
                                                                        March 31,                 March 31
                                                                          1999                      1998

REVENUES                                                           $     226,337            $     346,721

COST OF REVENUE                                                    $       9,890            $     210,901
                                                                    ------------             ------------
GROSS PROFIT                                                       $     216,447            $     135,820


EXPENSES
         Promotion                                                        10,604                    9,579
         Bank charges                                                      2,022                    2,326
         Interest                                                              0                      408
         Depreciation                                                          0                  155,157
         Equipment lease                                                     615                    9,462
         Insurance                                                             0                    5,998
         Office expenses                                                  31,087                   41,656
         Officers' salary                                                 51,780                   54,608
         Wages                                                            55,492                    4,680
         Payroll taxes                                                     5,076                    1,695
         Commissions paid                                                  3,267                    1,665
         Subcontract labor                                                18,346                   13,305
         Legal & professional fees                                        42,811                   64,772
         Travel                                                            4,762                    5,904
         Taxes/other                                                       8,920                        0
         Internet access                                                   3,506                        0
         Merger Expense                                                        0                  122.774
                                                                    ------------             ------------
                 TOTAL EXPENSES                                    $     237,659            $     493,989
                                                                    ------------             ------------

OTHER INCOME
         Interest on Deposit                                                 110                    1,037
 
Income Before Income Taxes                                            (   21,101)               ( 357,132)


Provision For Income Taxes                                                     0                        0

NET LOSS                                                           $  (   21,101)           $   ( 357,132)


LOSS PER SHARE:
         Net loss per share                                                  NIL                      NIL
   
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                           715,156,365
</TABLE>
<PAGE>

<TABLE>
                           SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                               CONSOLIDATED STATEMENT OF CASH FLOWS
                                          (UNAUDITED)

<CAPTION>
<S>                                                               <C>                          <C>
                                                                    For Three                   For Three
                                                                   Months Ended                Months Ended
                                                                     March 31,                   March 31
                                                                       1999                        1998

CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                                               $(   22,124)                 $( 357,132)
         Adjustments to reconcile net loss to net cash
         used in operating  activities:
           Depreciation and amortization                                                          155,157
         Changes in account balances:
            Accounts receivable                                    (   67,295)                  (  36,683)
            Loans/notes receivable                                      6,955                           0
            Inventory                                                       0                       4,058
            Deposits                                                        0                     214,802
            Accounts payable                                            8,797                      26,633
            Accrued expenses                                           30,000                         662
            Payroll taxes payable                                      12,484                       1,170
            Federal/State taxes payable                                 5,550                           4
                                                                    ---------                   ---------
              TOTAL ADJUSTMENTS                                        (3,509)                    365,803
                                                                    ---------                   ---------

   NET CASH USED BY OPERATING ACTIVITIES                              (25,633)                      8,671
                                                                    ---------                   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   
          Purchase of Property and Equipment                         (176,327)                          0
                                                                    ---------                   ---------
   NET CASH USED BY INVESTING ACTIVITIES                             (176,327)                          0
                                                                    ---------                   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Equipment lease                                               (  390)                          0
         Paid in Capital                                              141,333                           0
         Payment on line of credit - bank                                   0                       ( 280)
         Issuance of stock                                             25,000                     122,774
                                                                    ---------                   ---------
   NET CASH (USED) BY FINANCING ACTIVITIES                            166,333                     122,594


INCREASE (DECREASE) IN CASH                                           140,700                     131,165

BEGINNING CASH BALANCE                                                 66,471                      56,742
                                                                    ---------                   ---------
ENDING CASH BALANCE                                                $  207,171                  $  187,907
                                                                    =========                   =========


SUPPLEMENTAL DISCLOSURES
         Cash paid during the period for interest                  $        0                         408
</TABLE>
<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Description:
Safe Technologies International, Inc. ("Safe Tech") and its subsidiaries is a 
multi-faceted company specializing in Internet services and products and in the 
development of a nasal aspirin patent for which the Company has perpetual 
worldwide rights.

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

The Company was considered to be in the development stage through December 31, 
1997.

Basis of Consolidation:
The consolidated financial statements include the accounts of Safe Technologies 
International Inc. and its subsidiaries, IAI, ICI and TMC.  All material 
intercompany transactions and balances have been eliminated in the consolidated 
financial statements.  

Wholly Owned Subsidiaries:
On June 16, 1997, Intelligence Network International, Inc. (INI) entered into 
an agreement to acquire Total Micro Computers, Inc. (TMC) in Tampa, Florida in 
exchange for 100% of the issued and outstanding common stock.  TMC was to have 
received 1,062,500 shares of the company which was valued at $.40 per share or 
$425,000.   Acquired assets were accounted as a purchase, and are being carried 
on the balance sheet.  After a theft loss incurred by TMC, the former 
stockholders abandoned the business in June 1998.  The Company intends to 
resume business in 1999.

On May 21, 1998, Internet Commerce, Inc. (ICI) was incorporated under the laws 
of the state of Florida.  ICI was formed by the Company to engage in the 
business of Internet services and products, and to develop the copyrights and 
trademarks acquired by the Company.


On February 5, 1999, The Company entered into an agreement to acquire Internet 
Associates International, Inc., (IAI) in Boca Raton, Florida in exchange for 
100% of the issued and outstanding common stock.  IAI former shareholders will 
receive the Company common stock on February 5, 2000, at a formula of 10 times 
the net profit which IAI can produce within the year 1999.
<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


Cash and Cash Equivalents:
For purposes of the statements of  cash flows, the Company treats all short-
term investments with maturates of three months or less at acquisition to be 
cash equivalents.

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

Change of Fiscal Year:
On February 9, 1998, the new management of Safe Tech decided to change Safe 
Tech's fiscal year end from November 30th to December 31st. 

Revenue Recognition:
Revenues of Safe Tech, ICI, IAI, and TMC 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 at their fair values.  The carrying values of notes 
payable are deemed to be reasonable estimates of their fair values.

Property and Equipment:
Property and equipment are stated at cost.  Depreciation of depreciable assets 
is computed using the straight-line method of depreciation over the estimated 
useful lives of the assets.  The estimated useful life is 7 years.

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

       Trademarks and copyrights             15 years
       Goodwill                              15 years
<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board issued Statement of 
Accounting Standards No. 131, Disclosures About Segments of an Enterprise and 
Related Information (SFAS No. 131) which established presentation of financial 
date based on the "management approach".  SFAS No. 131 is applicable for fiscal 
years beginning after December 15, 1997.  For the current fiscal year we are 
not going to present segment reporting because it is immaterial.

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


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

                                    1998                      1997

       Basic                    652,071,619               612,933,835

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

<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


2.  CAPITAL STOCK TRANSACTIONS

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

In June of 1988, the Company completed a sale of 150,000 units to the public at 
a price of  $10 per unit.  The Company received proceeds in the amount of 
$1,213,841, net of commissions and expenses to the underwriter, legal, 
accounting and other expenses related to the public offering in the amount of 
$286,159.  Each unit consisted of 1,000 shares of common stock, $.00001 par 
value, and 500 redeemable common stock warrants designated redeemable Warrant 
"A".  Each redeemable Warrant "A" would, upon exercise, entitle the holder to 
purchase one share of common stock for $.02 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 $.05 per share.  These exercise periods 
of both Class "A" and Class "B" warrants have been extended by the Board of 
Directors through January 9, 2000, after giving effect to the ten for one 
reverse split on February 9, 1998.  At December 31, 1998, 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, 1998.


On February 9, 1998, INI merged with and into Safe Aid Products, Inc.  The 
Board of Directors of the Company authorized a ten for one reverse stock split 
pursuant to which its outstanding common stock will be reduced to 70,547,720 
shares with no change to the par value of the common stock.  At the same time, 
according to the merge, 585,819,936 shares of common stock were issued to INI 
stockholders.  A remaining 1,062,500 shares of TMC stock were not issued.

On February 9, 1998, per terms of the merge, 49,109,544 shares of common stock 
were issued for consultant services.

On August 3, 1998, 500,000 shares of common stock were issued to an unrelated 
party as repayment of a loan.  The shares were valued at $0.04 per share.

On August 3, 1998, 250,000 shares of common stock were issued to a stockholder 
in addition to previously issued shares (259,595,536) in exchange for $290,000.

In November 1998, 1,000,000 shares of common stock were issued to an unrelated 
company as compensation for legal services rendered to the Company.  These 
shares have been valued by the Company at $0.04 per share.

<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


On December 31, 1998, 800,000 shares of common stock were issued to certain 
officers and consultants of the Company in exchange for their services rendered 
to the Company.  These shares have been valued by the Company at $0.04 per 
share.  The Company recorded these shares as consultant fees.

On December 31, 1998, 1,325,000 shares of common stock were issued as 
compensation for public relation services to an officer of the Company.  These 
shares have been valued by the Company at $0.04 per share.  The Company 
recorded these shares as consultant fees.


On December 31, 1998, 4,200,000 shares of common stock were issued to an 
employee as compensation in lieu of cash payment.  The Company has valued these 
shares at $0.04 per share, and recorded them as salaries.

On February 2, 1999, 14,000,000 shares were cancelled and returned to the 
Company Transfer Agent representing the unraveling of the GMG acquisition, 
thereby reducing the company's issued stock by 14,000,000.


3.  SUBSCRIPTIONS

The Company entered into a subscription agreement for the purchase of 4,405,882 
shares common stock for $40,000 on November 4, 1998.  At December 31, 1998, the 
Company had received payments amounting to $39,000.  No stock has been issued 
relating to this subscription.


4.  PROPERTY AND EQUIPMENT AND DEPRECIATION

Property and equipment at December 31, 1998 consisted of the following:

       Telephone equipment                      $  4,559
       Less:  accumulated depreciation              (326)
                                                --------
                                                $  4,233
                                                ========

Depreciation expense for the year ended December 31, 1998 was $326.

<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999



5.  INTANGIBLE ASSETS

At December 31, 1998, intangible assets were summarized by major classification 
as follow

    Copyrights and trademarks         $ 199,455
    Goodwill                            146,088
                                      ---------

                                        345,543
    Less:  Accumulated amortization     (20,575)

                                      $ 324,968
                                      =========

Amortization expenses for the year ended December 31, 1998 were $20,575.


6.    LEASES

The Company rents office space in Palm Beach, Florida on a month to month 
basis.  There is no lease in force.  The monthly rent is currently $914. The 
Company also rents office furniture and equipment on a month to month basis for 
$1,000 per month from the president.

The Company leases telephone equipment through a capital lease.   The term of 
the lease is for 36 months, commencing July 22, 1998, in the amount of $119.48 
plus sales tax per month.  There is a $1.00 purchase option at the end of the 
lease.

Rental expense for the year ended December 31, 1998 was $22,471.  Future 
anticipated minimum annual rental expense for subsequent years are as follows:

    1999                               $ 24,398
    2000                                 24,398
    2001                                 23,800
    2002                                 22,964
    2003                                 22,964
    Thereafter                                0
                                      ---------

    Total                             $ 118,524

<PAGE>

                   SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                 AND SUBSIDIARIES
                                Formerly known as
                           SAFE AID PRODUCTS INCORPORATED
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


7.  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 
November 30,1997, the Company has $1,590,710 of operating loss carryforwards 
for financial reporting and income tax purposes that expire through the year 
2012.  Net operating loss of $666,206 from the year ended December 31, 1998 
will expire in 2018.  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.


8.   SHORT-TERM DEBT

At March 31, 1999, short-term debt consisted of the following:

8% note payable to an officer, unsecured, due on
demand.  Upon any default, the note becomes due 
immediately at an interest rate of 18% per annum.        $  96,178
Note payable to an officer, unsecured, due on
demand, no interest.                                         1,350

Note payable to an individual, unsecured and 
due on demand, no interest.                                 25,000
                                                         ---------
Total short-term debt                                    $ 122,528
                                                         =========


<PAGE>


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

Overview

Safe Technologies International, Inc., formerly known as Safe Aid Products, 
Inc., (the 'Company'), concentrated on developing its Internet and E Commerce 
focus business during the first quarter.  

A significant Internet acquisition was closed on February 5, 1999 with Internet 
Associates International, Inc., (IAI) based in Boca Raton, Florida.  IAI is an 
Internet marketing and web site development firm involved in the development, 
marketing, and hosting of web sites, as well as the training of web developers. 
Current IAI Customer Base is over 3000 web development/hosting customers.  The 
terms of the acquisition were based on an incentive plan for the IAI principals 
to produce Net Profits and to send a minimum monthly payment of Seventy Five 
Percent of IAI's monthly net profit, upstream to the Company.  Pending the 1999 
year end final total of IAI's Net Profit and the total Monthly Payments 
forwarded to the Company throughout the Year 1999, a formula of Ten times that 
Net Profit shall be paid to IAI's former shareholders in the form of SFAD 144 
Restricted Common Stock. This would be basis for the calculation of the 
purchase price for the IAI acquisition. Any stock issued under this agreement 
is subject to a lock-up agreement significantly limiting the amount of stock 
that can be sold in a quarter.

The IAI staff currently consists of 19 people.  Two of IAI's former 
shareholders have entered into three year Employment Agreements with the 
Company, as President and Vice President, respectively.

Internet Commerce, Inc., the Company's existing E-Commerce subsidiary moved 
forward throughout the first quarter in updating the design and copyrights for 
its mall for the rich and famous, InCybermall.com.  The purpose of the 
reconstruction of the web site was to introduce an E-Commerce technology and 
concentration into the web site which had been created and copyrighted in 1995 
with a focus, popular at that time, of only information and content.  With the 
Company's increasing interest in E Commerce, a complete revision was necessary. 
Two new features that were developed, ' The Famous Shopping Streets of the 
World' (Trademark and Copyright Pending) and 'Cybermalls Castle' (Trademark and 
Copyright Pending).

Several significant alliances were formed with InCybermall.com, during the 
first quarter, obtaining distribution rights for luxury products for sale on 
the InCyberMall.com web site with, Amazon.com, Fran Murphy Interiors, Inc., 
J.C. Harris & Co, and the Frozen Pelican Gallery.

The Company intends to continue to build and add additional Internet and E-
Commerce elements, either through internal development or horizontal 
acquisition (ever evolving toward its E Corporation stated goals, prior to 
Y2K).
<PAGE>

In reassessing an open issue from fiscal 1998, the Company is evaluating the 
merits of pursuing a claim against the former officers of TMC for breach of 
their fiduciary duties to TMC.  On September 5, 1997, a significant amount of 
TMC's computer products and parts inventory were stolen from TMC's inventory 
room in Tampa, Florida.  Although TMC was insured by State Farm Insurance 
Company, State Farm denied TMC's claim for coverage.  It was State Farm's 
opinion that the burglary was an inside job.

Regarding the Company's progress regarding the Nasal Aspirin Patent No. 
4,885,287 for which the territory of the Pacific Rim had been Licensed to the 
Chinese Company, Hangzhou Jiuyuan Gene Engineering Co., the Company reports 
that Hangzhou Jiuyuan is not moving forward as expeditiously as previously 
anticipated.  Hangzhou Jiuyuan has yet to move forward to actual production of 
the patent, and have not provided the Company with their Financial Projections, 
as to potential Revenues, which the Company has requested several times.  The 
Company has, however, learned recently that some limited studies of human 
testing of the nasal aspirin application had been performed in the late 1980's, 
at an American University.  This research had not been made available to the 
current Management at the time of the former SFAD Management's resignation, and 
is a significant revelation.  The Company plans to pursue possession of this 
research and seek US partners to try to develop this patent.











<PAGE>

Results of Operations

Revenues were $226,337 for the first quarter of 1999 and were $346,721 for the 
first quarter of 1998, representing an decrease of 35%.  

Approximately, $225,287 or 99% of these revenues were from IAI, and $1,050 or 
1% of these revenues were from ICI.

Revenues during the first quarter of 1999 were slightly lower than the first 
quarter of 1998, due to changes in the Company's subsidiaries and revenue 
recognition policies.  

Revenues for TMC were prominent in the first quarter of 1998, and were non 
existent in the first quarter of 1999 emanating from TMC's former shareholders 
and TMC's Officers abandoning TMC's business operation.

Additionally, TMC was notified by State Farm, the TMC insuring company, that 
they did not intent to honor the TMC claim due to State Farm's opinion that the 
burglary was an inside job. In the burglary, a significant amount of TMC's 
computer products and parts inventory had been stolen from TMC's inventory 
room. 

The Company is evaluating the merits of pursuing the State Farm claim and the 
two former TMC Stockholders for breach of fiduciary duty.


Cost of revenues were $9,890 for the first quarter of 1999 and were $210,901 
for the first quarter of 1998, representing an decrease of 95%.  The decreased 
is based on the differences between the TMC operation which had significant 
costs in assembling computer systems and IAI which is primarily a service 
business with limited fixed costs expenses for their type of business 
operation.


Selling, general and administrative expenses were $237,659 for the first 
quarter of 1999 compared to $493,989 for the first quarter of 1998, 
representing more than an 51% decrease. This decrease is attributable to the 
stabilization of the Company's operation and lower non-reoccurring expenses 
such as those relating to the merger.

As a result of the foregoing, the Company's operating loss for the first 
quarter of 1999 was $21,101 compared to $357,132 for the first quarter of 1998.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
 
As of March 31, 1999, the Company had working capital deficit of $153,142 
compared with a working capital deficit of $151,845 on December 31, 1998.

Net cash used in operating activities was $25,633 during the first quarter of 
1999 compared to $8,671 for the first quarter of 1998.  The Company used 
$176,327 in investing activities in the first quarter of 1999 and $0 in the 
first quarter of 1998.  Net cash provided in financing activities was $166,333 
during the first quarter of 1999 compared with $122,594 in the first quarter of 
1998.  As of March 31, 1999, the Company did not have any material commitments 
for capital expenditures.

Management is in continual process of securing additional small lots of 
capital.  The Company believes that it has adequate resources for operations 
until major funding is secured.


YEAR 2000 READINESS

The Company has completed an assessment of whether its systems and those of 
third parties which could have a material impact on its business will function 
properly with respect to dates in 2000 and thereafter.  The Company has 
determined that none of its systems require modification.  The Company believes 
the only third parties that could have a material impact on its business are 
the major financial institutions that process its collections of accounts 
receivables and monthly dues by the electronic payment methods.  The Company 
believes these financial institutions are currently working on modifications to 
their internal systems to insure these systems will function properly with 
respect to dates in 2000 and thereafter and expects these modifications will be 
completed in 1999.  The Company does not anticipate that noncompliance, if any, 
with Year 2000 of any non-information technology systems, such as embedded 
micro controllers, will materially or adversely affect its business.  The 
Company is currently undertaking an analysis of worst-case scenarios and 
developing contingency plans to deal with these scenarios.

<PAGE>


CAUTIONARY STATEMENTS

Forward-looking statements in this Form 10-QSB including, without limitation, 
statements relating to the Company's plans, strategies, objectives, 
expectations, intentions, and adequacy of resources, are made pursuant to the 
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 
These forward looking statements involve known and unknown risks, uncertainties 
and other factors that may cause actual results, performance or achievements to 
be materially different from any future results, performance or achievements 
expressed or implied by the forward-looking statements.  The following factors, 
among others, could cause actual results to differ materially from those set 
forth in the forward-looking statements:  the Company's ability to successfully 
(i) develop and profitable grow its InCyberMall web site, including entering 
into agreements with merchants to sell upmarket products in the CyberMall Caste 
Store, (ii) to develop IAI's Internet web design, hosting and marketing 
business, (iii) identify and finalize acquisition agreements with select 
Internet companies and/or enter into partnership agreements with established 
companies in high technology deals, and (v) raise additional capital to finance 
its operations in the next fiscal year.  Additional factors, include, but are 
not limited to the following: the size and growth of the market for the 
Company's products, competition, pricing pressures, market acceptance of the 
Company's products and services, the effect of economic conditions, the 
availability of management, risks in product development and other risks 
identified in the Company's Annual Report on Form 10-KSB for the fiscal year 
ended December 31, 1998 and the Company's other SEC filings.

<PAGE>

PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibit 27

               Financial Data Schedule (filed herewith electronically)


          (b)  Reports on Form 8-K

               The Company filed ten reports on Form 8-K and two reports
               on form 8-K/A during the three months ended March 31,1999.

               (i)    The Company filed a report on Form 8-K dated January 6,
                      1999 which reported information under Item 5 - Other
                      Information.

               (ii)   The Company filed a report on Form 8-K/A dated January 6,
                      1999 which reported information under Item 5 - Other
                      Information.

               (iii)  The Company filed a report on Form 8-K dated January 12,
                      1999 which reported information under Item 5 - Other
                      Information.

               (iv)   The Company filed a report on Form 8-K dated January 21,
                      1999 which reported information under Item 5 - Other
                      Information.

               (v)    The Company filed a report on Form 8-K dated February 2,
                      1999 which reported information under Item 5 - Other
                      Information.
<PAGE>

               (vi)   The Company filed a report on Form 8-K dated February 8,
                      1999 which reported information under Item 5 - Other
                      Information.

               (vii)  The Company filed a report on Form 8-K dated February 23,
                      1999 which reported information under Item 5 - Other
                      Information.

               (viii) The Company filed a report on Form 8-K dated March 9,
                      1999 which reported information under Item 5 - Other
                      Information.

               (ix)   The Company filed a report on Form 8-K dated March 11,
                      1999 which reported information under Item 5 - Other
                      Information.

               (x)    The Company filed a report on Form 8-K dated March 26,
                      1999 which reported information under Item 5 - Other
                      Information.

               (xi)   The Company filed a report on Form 8-K dated March 31,
                      1999 which reported information under Item 5 - Other
                      Information.

               (xii)  The Company filed a report on Form 8-K/A dated March 31,
                      1999 which reported information under Item 5 - Other
                      Information.

<PAGE>


                 Safe Technologies International, Inc.

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

        Safe Technologies International, Inc., Registrant


Date: May 14, 1999                  By: /s/Barbara Tolley
------------------                  ---------------------
Date                                      President