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


                       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 September 30, 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 - 706,277,200 shares as of
October 28, 1999.

<PAGE>


INDEX
-----

                                                                       Page
                                                                       ----
PART I   FINANCIAL INFORMATION


  Item 1.  Financial Statements

           Consolidated Balance Sheets -
           September 30, 1999 (Unaudited) and December 31, 1998..........3

           Consolidated Statements of Operations (Unaudited) -
           Three Months Ended September 30, 1999 and September 30, 1998..4

           Consolidated Statements of Operations (Unaudited) -
           Nine Months Ended September 30, 1999 and September 30, 1998...5

           Consolidated Statements of Cash Flows (Unaudited) -
           Three Months Ended September 30, 1999 and September 30, 1998..6

           Consolidated Statements of Cash Flows (Unaudited) -
           Nine Months Ended September 30, 1999 and September 30, 1998...7

           Notes to Unaudited Consolidated Financial Statements..........8


  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................14


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.............................................................19

<PAGE>


PART 1 - FINANCIAL STATEMENT PRESENTATION

<TABLE>

                           SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                                   CONSOLIDATED BALANCE SHEETS

<CAPTION>
<S>                                                                        <C>                   <C>

                                                                              September 30,         December 31,
                                                                                  1999                 1998
                                                                               (UNAUDITED)
                                                          ASSETS
        CURRENT ASSETS
            Cash                                                           $       10,041        $      66,473
            Accounts receivable - principally trade                               102,885                  500
            Loans receivable, stockholders                                         10,500                    0
            Prepaid expenses                                                        5,300                    0
            Management Agreements, net                                             375,00                    0
                                                                           --------------        -------------
                    TOTAL CURRENT ASSETS                                          166,226               66,973

        MACHINERY AND EQUIPMENT
               Net of accumulated depreciation                                    209,547                4,233
                                                                           --------------        -------------
                    TOTAL MACHINERY AND EQUIPMENT                                 209,547                4,233

        OTHER ASSETS
          Deposits                                                                 12,409                    0
          Intangible assets, net                                                  617,067              324,968
          Other assets                                                                  0               37,500
                                                                           --------------        -------------
                    TOTAL OTHER ASSETS                                            629,476              362,468

                                                                            -------------        -------------
                    TOTAL ASSETS                                           $    1,005,249       $      433,674
                                                                            =============        =============


                                          LIABILITIES AND STOCKHOLDERS' EQUITY

        CURRENT LIABILITIES
            Line of credit, payable bank                                     $      2,792       $            0
            Payroll taxes                                                           9,344                    0
            Accounts payable, trade                                                99,534               57,776
            Accrued expenses                                                      255,962               37,452
            Notes payable, related party                                           19,062                    0
            Shareholder loans                                                     139,027              123,590
                                                                           --------------        -------------
                    TOTAL CURRENT LIABILITIES                                     525,720              218,818

        STOCKHOLDERS' EQUITY
            Common stock $.00001 par value
              999,000,000 shares authorized; 706,277,200 issued and outstanding    33,840                7,125
            Capital subscribed                                                     40,000               40,000
            Less: subscription receivables                                                              (1,000)
            Additional paid in capital                                          3,094,879            2,591,531
            Accumulated deficit                                                (2,689,191)          (2,422,800)
                                                                           --------------         ------------
                    TOTAL STOCKHOLDERS' EQUITY                                    479,528              214,856
                                                                           --------------         ------------

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $    1,005,429        $     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
                                                                      September 30,             September 30,
                                                                          1999                      1998

REVENUES                                                           $     201,919            $      39,082

COST OF REVENUE                                                    $      11,768            $       6,277
                                                                    ------------             ------------
GROSS PROFIT                                                       $     190,151            $      32,805


EXPENSES
         Promotion                                                         4,622                   15,877
         Bank charges                                                      3,822                      166
         Interest                                                              0                      418
         Depreciation                                                          0                  145,624
         Equipment lease                                                     270                    7,121
         Insurance                                                             0                   10,279
         Office expenses                                                  54,687                   34,528
         Officers' salary                                                 30,000                   35,077
         Wages                                                            92,027                        0
         Payroll taxes                                                     5,265                    2,683
         Commissions paid                                                  9,744                        0
         Subcontract labor                                                 4,156                        0
         Legal & professional fees                                        25,352                   76,431
         Travel                                                            7,415                    4,071
         Internet Access                                                   4,353                        0
                                                                    ------------             ------------
                 TOTAL EXPENSES                                    $     241,714            $     332,275
                                                                    ------------             ------------

OTHER INCOME
         Interest on Deposit                                                  12                      319


Income Before Income Taxes                                               (51,551)                (299,151)


Provision For Income Taxes                                                     0                        0

NET LOSS                                                           $     (51,551)           $    (299,151)


LOSS PER SHARE:
         Net loss per share                                                  NIL                      NIL

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                           706,277,200

</TABLE>

<PAGE>


<TABLE>

                           SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
                              CONSOLIDATED STATEMENT OF OPERATIONS
                                          (UNAUDITED)

<CAPTION>
<S>                                                                        <C>                   <C>

                                                                        For Nine                  For Nine
                                                                      Months Ended              Months Ended
                                                                     September 30,              September 30,
                                                                          1999                      1998

REVENUES                                                           $     619,043            $     588,899

COST OF REVENUE                                                    $      32,708            $     313,776
                                                                    ------------             ------------
GROSS PROFIT                                                       $     586,335            $     275,123


EXPENSES
         Promotion                                                        18,283                   35,665
         Bank charges                                                      7,997                    4,187
         Interest                                                              0                    1,907
         Depreciation                                                          0                  445,503
         Equipment lease                                                     723                   25,625
         Insurance                                                             0                   16,845
         Office expenses                                                 139,137                  108,767
         Officers' salary                                                 90,000                  123,323
         Wages                                                           284,146                   15,517
         Payroll taxes                                                    29,397                    7,948
         Commissions paid                                                 16,652                    2,590
         Subcontract labor                                                31,894                   14,845
         Legal & professional fees                                        89,563                  223,420
         Travel                                                           35,627                   15,201
         Merger Expense                                                        0                  122,774
         Internet Access                                                  11,943                        0

                                                                    ------------             ------------
                 TOTAL EXPENSES                                    $     754,384            $   1,164,117
                                                                    ------------             ------------

OTHER INCOME
         Interest on Deposit                                                 178                    2,788
         Subsidiary Income                                                25,726                        0


Income Before Income Taxes                                              (142,144)                (886,206)


Provision For Income Taxes                                                     0                        0

NET LOSS                                                           $    (142,144)           $    (886,206)


LOSS PER SHARE:
         Net loss per share                                                  NIL                      NIL

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                           705,704,276

</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
                                                                    September 30,               September 30,
                                                                        1999                        1998

CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                                               $   (51,551)                 $ (299,151)
         Adjustments to reconcile net loss to net cash
         used in operating  activities:
           Depreciation and amortization                                    0                     145,624
         Changes in account balances:
            Accounts receivable                                         9,045                      15,537
            Loans/Notes Receivable                                    (14,227)                          0
            Deposits                                                        0                           0
            Accounts payable                                            5,161                      47,272
            Accrued expenses                                           36,493                           0
            Payroll taxes payable                                         (56)                      5,104
                                                                    ---------                   ---------
              TOTAL ADJUSTMENTS                                        32,787                     213,537
                                                                    ---------                   ---------

   NET CASH USED BY OPERATING ACTIVITIES                              (18,764)                    (85,614)
                                                                    ---------                   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                             (5,198)                          0
                                                                    ---------                   ---------
   NET CASH USED BY INVESTING ACTIVITIES                               (5,198)                          0
                                                                    ---------                   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Equipment lease                                                 (385)                          0
         Loans from stockholders                                          515                      29,000
         Repayment of loans from stockholders                                                      (3,500)
         Paid in Capital                                               (2,500)                          0
                                                                    ---------                   ---------
   NET CASH (USED) BY FINANCING ACTIVITIES                             (2,370)                     25,500


INCREASE (DECREASE) IN CASH                                           (26,332)                    (60,114)

BEGINNING CASH BALANCE                                                 36,373                     119,075
                                                                    ---------                   ---------
ENDING CASH BALANCE                                                $   10,041                  $   58,961
                                                                    =========                   =========


SUPPLEMENTAL DISCLOSURES
         Cash paid during the period for interest                                               $     418

</TABLE>

<PAGE>

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

<CAPTION>
<S>                                                                        <C>                   <C>

                                                                      For Nine                    For Nine
                                                                    Months Ended                Months Ended
                                                                    September 30,               September 30,
                                                                        1999                        1998

CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                                               $  (142,144)                 $ (886,206)
         Adjustments to reconcile net loss to net cash
         used in operating  activities:
           Depreciation and amortization                                    0                     445,503
         Changes in account balances:
            Accounts receivable                                       (77,029)                     14,217
            Inventory                                                       0                       1,367
            Loans/Notes Receivable                                        936                           0
            Deposits                                                        0                     214,802
            Accounts payable                                           41,711                      70,535
            Accrued expenses                                          217,873                           0
            Payroll taxes payable                                       4,208                       4,208
            Sales taxes payable                                         7,958                           0
         Issuance of common stock for services                              0                           0
                                                                    ---------                   ---------
              TOTAL ADJUSTMENTS                                       191,449                     750,632
                                                                    ---------                   ---------

   NET CASH USED BY OPERATING ACTIVITIES                               49,305                    (135,574)
                                                                    ---------                   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
         Additions to property and equipment                          184,822                      (9,024)
         Note receivable from stockholders                                  0                      (1,471)
                                                                    ---------                   ---------
   NET CASH USED BY INVESTING ACTIVITIES                              (10,495)                    (10,495)
                                                                    ---------                   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
         Payment on line of credit - bank                                   0                          14
         Equipment lease                                               (1,032)                          0
         Paid in Capital                                               50,080                           0
         Issuance of common stock                                      25,000                     122,774
         Repayment of Loan from stockholders                                0                      (3,500)
         Loans from Stockholders                                            0                      29,000
                                                                    ---------                   ---------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                           74,048                     148,288


INCREASE (DECREASE) IN CASH                                           (60,954)                       2,219

BEGINNING CASH BALANCE                                                 70,995                      56,742
                                                                    ---------                   ---------
ENDING CASH BALANCE                                                $   10,041                  $   58,961
                                                                    =========                   =========


SUPPLEMENTAL DISCLOSURES
         Cash paid during the period for interest                                               $   1,244

</TABLE>

<PAGE>

             SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1999
                            (UNAUDITED)



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 products and services.

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.  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
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1999
                            (UNAUDITED)


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, 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 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
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1999
                            (UNAUDITED)



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
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1999
                            (UNAUDITED)



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 merger, 49,109,544 shares of common stock
were issued for consultant services of which 35,000,000 were paid to the former
President and Chief Operating Officer.

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
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1999
                            (UNAUDITED)



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.  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
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1999
                            (UNAUDITED)



4.  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.


<PAGE>

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

Safe Technologies International, Inc., formerly known as Safe Aid Products,
Inc., (the 'Company') made substantial  progress during the third quarter.

Pursuant to the Company's Business Plan and Critical Path, Management focused
major attention on further developing Internet Revenues and controlling
expenses.  The third quarter financials reflect these efforts, showing a 517%
increase in Revenues over third quarter in 1998 and a 83% decrease in losses
compared to third quarter in 1998.

Although, negotiations between Safe Technologies and a Biotech group continued
during most of the quarter, in the interest of acquiring additional Nasal
Delivery Drug Applications, nothing was concluded in relation to acceptable
acquisition terms.  Not only Management's time is, at issue, in continuing to
pursue this direction, but the rather sizable capital investment that would be
required to develop such Patents.  Reference the Nasal Aspirin Patent., whereby
in ten years, the former SFAD Management had not been able to secure either a
joint venturer for product manufacturer nor the needed venture capital to
complete its FDA process.  Consequently,  Management believes that the Company
should concentrate on our core business, the Internet, in order to ensure that
SFAD become ensconced as a significant participant in the E-Commerce growth,
early in the Millennium.  As other Biotech opportunities should develop,
individual reviews would be undertaken for potential profitability.

The Company's first quarter Acquisition, Internet Associates International,
Inc., (IAI), succeeded in partially stabilizing their eroding customer base of
Internet Hosting clients. From the severe losses sustained earlier this year,
they were able to show a small profit for the third quarter.  No Dividends were
sent upstream to the Company.

Internet Commerce, Inc., (ICI) opened their second E-Commerce mall,
TheGlobalDeli.com, marking the Company's entrance into online sales of food and
beverages,.  The new site generated modest opening site interest.  ICI continued
its planning and coordination meetings with major mall suppliers, regarding the
Suppliers' Holiday Promotional and Advertising Budgets for their malls'
products, i.e. CybermallsCastle.com and FamousShoppingStreets.com.

The Company closed another Internet Acquisition Company, connect.ad Companies
Et. Al., an Internet Marketing Franchisor, on September 30, 1999. The
franchise (UFOC) will be modified during the last quarter, in order to add
additional Internet services to the Franchisee package.  A soft opening for
connect.ad Franchise sales will occur, during the last quarter, as important
state registrations, New York, California, and Texas are completed.

<PAGE>

The Company is currently in talks and negotiations with several Internet
Marketing and Public Relations companies, which upon securing a successful
acquisition candidate, will round out the Company's capability in offering a
'full service', including Web Site Hosting, ISP, Web Site Creation and
Maintenance, Electronic Marketing and Advertising, E-Commerce, a comprehensive
Net economy for Millennium clients and customers.

Unless the context otherwise requires, the term "Company" as used herein refers
to the Company and its subsidiaries.


Financial Statements and Change in Fiscal Year End

Prior to the reverse merger, the Company's fiscal year end was November 30.
After the reverse merger was completed, the new management of the Company
changed the Company's fiscal year end to December 31.

<PAGE>

Results of Operations

Revenues were $201,919 for the third quarter of 1999 and were $39,082 for the
third quarter of 1998, representing an increase of 517%.

Revenues during the third quarter of 1999 were greater than the third quarter of
1998, due to acquisitions and growth of the Company's subsidiaries.
Approximately $152,000 of these revenues were from IAI or 75% of revenues and
$50,000 or 25% of these revenues were from other subsidiaries.

Cost of revenues were $11,768 for the third quarter of 1999 and $6,277 for the
third quarter of 1998. The increase of 87% is attributed to the increase sales
generated by the Company's subsidiaries.

Selling, general and administrative expenses were $241,714 for the second
quarter of 1999 and were $332,275 for the third quarter of 1998, representing a
decrease of 27%.

As a result of the foregoing, the Company's operating loss for the second
quarter of 1999 was $51,551 compared to $299,151 for the third quarter of 1998.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of September 30,1999, the Company had working capital deficit of $359,494
compared with a working capital surplus of $600,068 on September 30,1998.

Net cash used in operating activities was $18,764 during the third quarter of
1999 compared to $85,614 for the third quarter of 1998. The Company used $5,198
in investing activities in the third quarter of 1999 and $0 in the third quarter
of 1998. Net cash used in financing activities was $2,370 during the third
quarter of 1999 compared with net cash provided of $25,500 in the third quarter
of 1998. In the third quarter the company obtained financing from its C.E.O. who
made several loans to the company in this quarter. As of September 30,1999, the
Company did not have any material commitments for capital expenditures.
Management is continually in the process of raising capital from interested
parties. The Company believes that it has adequate resources for operations for
the next 6 months.

<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 four reports on Form 8-K during the three
               months ended September 30,1999.

               (i)    The Company filed a report on Form 8-K dated July 1,
                      1999 which reported information under Item 5 - Other
                      Information.

               (ii)   The Company filed a report on Form 8-K dated July 16,
                      1999 which reported information under Item 5 - Other
                      Information.

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

               (iv)   The Company filed a report on Form 8-K dated August 24,
                      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: October 29, 1999                  By: /s/Barbara Tolley
----------------------                  ---------------------
Date                                       President

<PAGE>