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

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

                                   FORM 10-QSB


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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

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

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER: 000-17746

                  SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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

                               249 Peruvian Avenue
                                    Suite F2
                            Palm Beach, Florida 33480

          (Address of principal executive offices, including zip code)

                                 (561) 832-2700

              (Registrant's telephone number, including area code)


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

                  YES [X]           NO [ ]

The number of issued and outstanding shares of the Registrant's Common Stock,
$0.00001 par value, as of August 9, 2000 was 794,754,420.


<PAGE>

                                      INDEX
                                      -----
<TABLE>
<CAPTION>

                                                                      Page
                                                                      ----
<S>                                                                   <C>
PART I   FINANCIAL INFORMATION


  Item 1.  Financial Statements

           Consolidated Balance Sheets -
           June 30, 2000 (Unaudited) and December 31, 1999.............4

           Consolidated Statements of Operations (Unaudited) -
           Six Months Ended June 30, 2000 and June 30, 1999............6

           Consolidated Statements of Changes in
           Stockholders Equity (Unaudited) -
           Six Months Ended June 30, 2000..............................7

           Consolidated Statements of Cash Flows (Unaudited) -
           Six Months Ended June 30, 2000 and June 30, 1999............11

           Notes to Unaudited Consolidated Financial Statements........13


  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.........................21


PART II  OTHER INFORMATION

  Item 1.  Legal Proceedings...........................................26

  Item 2.  Changes in Securities.......................................26

  Item 3.  Defaults Upon Senior Securities.............................26

  Item 4.  Submission of Matters to a Vote of Security Holders.........26

  Item 5.  Other Information...........................................26

  Item 6.  Exhibits and Reports on Form 8-K............................26


  Signature............................................................26
</TABLE>

                                       2
<PAGE>

PART 1 - FINANCIAL STATEMENT PRESENTATION




                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  QUARTER ENDED
                                  JUNE 30, 2000





                                       3

<PAGE>
<TABLE>
<CAPTION>
                   SAFE TECHNOLOGIES INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
         JUNE 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)

                                                             June 30,                 December 31,
                                                               2000                       1999
                                                           (Unaudited)                 (Audited)
                                                           -----------                 ---------
<S>                                                          <C>                        <C>
Current assets
  Cash                                                       $ 3,454                    $ 16,372
  Accounts receivable (net of allowance for
     doubtful accounts $ 14,210 and $ 2,755)                 131,533                     126,331
  Other current assets                                         1,349                       1,327
                                                        ------------                ------------

Total current assets                                         136,336                     144,030

Fixed assets (net of accumulated depreciation
     of $ 34,098 and $ 21,294)                               165,217                     174,705

Other assets
  Deposits                                                    12,890                      15,974
  Goodwill and trademarks (net of accumulated
    amortization  $ 69,667 and $ 48,483)                     565,842                     587,026
  Other assets                                                18,750                      25,000
                                                        ------------                ------------

                                                             597,482                     628,000
                                                        ------------                ------------

                                                           $ 899,035                   $ 946,735
                                                        ============                ============
</TABLE>


                       See notes to financial statements.


                                       4

<PAGE>
<TABLE>
<CAPTION>

                   SAFE TECHNOLOGIES INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
         JUNE 30, 2000 (Unaudited) AND DECEMBER 31, 1999 (Audited)

                                                                     June 30,                 December 31,
                                                                       2000                       1999
                                                                   (Unaudited)                 (Audited)
                                                                   -----------                 ---------
<S>                                                                  <C>                         <C>
Current liabilities
  Accounts payable                                                   $ 65,366                    $ 65,214
  Accrued expenses                                                    207,467                     158,846
   Notes payable                                                      292,515                     267,571
   Deferred income                                                          -                      33,388
   Lease payable, current portion                                       1,393                       1,393
                                                                   ----------                  ----------

Total current liabilities                                             566,741                     526,412

Long term liabilities
   Lease payable                                                          244                       1,014

Shareholders' equity
  Common stock $.00001 par value, authorized
    999,999,000 shares; issued and outstanding:
    764,174,417 and 746,200,414  shares respectively                    7,642                       7,462
   Capital subscribed                                                  40,000                      40,000
  Additional paid in capital                                        5,148,824                   3,714,589
  Retained deficit                                                 (4,864,416)                 (3,342,742)
                                                                   ----------                  ----------

                                                                      332,050                     419,309
                                                                   ----------                  ----------

                                                                    $ 899,035                   $ 946,735
                                                                   ==========                  ==========
</TABLE>
                       See notes to financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
  FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)


                                                                              For the period ended June 30,
                                                                  Three months                                 Six months
                                                            2000               1999                     2000              1999
<S>                                                       <C>                 <C>                     <C>               <C>
Income
  Sales net of returns                                    $ 122,788           $ 115,407               $ 289,123         $ 341,744
  Cost of sales                                              34,929              10,100                  47,152            19,990
                                                        -------------------------------             -----------------------------

Gross profit                                                 87,859             105,307                 241,971           321,754
                                                        -------------------------------             -----------------------------

Expenses
   General and administrative expenses                      392,296              82,428                 446,624           171,168
   Salaries                                                  74,853             105,434                 189,965           214,002
   Consulting fees                                          978,156                                     987,969
   Proxy and brokers services                                   950                                       2,265
   Accounting and legal                                      70,027              14,800                  87,096            59,926
   Depreciation and amortization                             16,993                                      33,987
   Advertising & promotions                                     933               3,331                   1,268            13,996
   Management expenses                                        3,125                                       6,250
                                                        -------------------------------             -----------------------------
                                                          1,537,333             205,993               1,755,424           459,092
Other income/expenses
   Interest expense                                           3,769                                       8,221
   Interest income                                                                   56                                       166
                                                        -------------------------------             -----------------------------
Net loss                                                $(1,453,243)         $ (100,630)            $(1,521,674)       $ (137,172)
                                                        ===============================             =============================

Earning per share
-----------------

   Net loss per share                                   $ (0.001946)        $(0.0001426)            $ (0.002038)      $ (0.000194)
                                                        -------------------------------             -----------------------------
</TABLE>
                       See notes to financial statements.


                                       6
<PAGE>
<TABLE>
<CAPTION>
                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)

                                                              Common Stock                  Capital        Paid in
                                                                 Shares         Amount     Subscribed      Capital
                                                              -----------------------------------------------------
<S>                                                           <C>               <C>         <C>         <C>
Balance December 31, 1998                                     712,489,700       $ 7,125     $ 39,000    $2,591,531
Less adjustments in 1999                                                                       1,000       (19,995)
Internet Associates International acquisition (January 29,
   1999)                                                       25,000,000           250            -        24,750

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

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

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

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

Issuance of shares of common stock to an unrelated party
   in compensation for accounting services valued at $ 0.04
   per share on June 1, 1999.                                     100,000             1                      3,999
                                                              -----------------------------------------------------

                                             Sub-total        738,814,700       $ 7,388     $ 40,000    $2,645,163


(RESTUBBED TABLE)
                                                                                Retained
                                                                                Deficit             TOTAL
                                                                           -------------------------------
                                                                            <C>                  <C>
Balance December 31, 1998                                                   $ (2,422,800)        $ 214,856
Less adjustments in 1999                                                                           (18,995)
Internet Associates International acquisition (January 29,
   1999)                                                                                            25,000
                                                                                          .
Issuance of shares of common stock to unrelated party in
   exchange for accounting services valued at $6,890 on
   March 2, 1999.                                                                                    6,890

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

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

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

Issuance of shares of common stock to an unrelated party
   in compensation for accounting services valued at $ 0.04
   per share on June 1, 1999.                                                                        4,000
                                                                         ---------------------------------

                                             Sub-total                      $ (2,422,800)        $ 269,751

</TABLE>
                       See notes to financial statements.

                                       7


<PAGE>
<TABLE>
<CAPTION>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)

                                                                   Common Stock                  Capital       Paid in
                                                                      Shares         Amount     Subscribed     Capital
                                                               ---------------------------------------------------------
<S>                                                               <C>               <C>         <C>          <C>
                                             Sub-total            738,814,700       $ 7,388     $ 40,000     $2,645,163

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

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

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

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

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

Issuance of common stock for employee compensation in lieu
   of cash payment                                                 11,000,000           110                     494,890

Cancelation of shares of common stock of GMG acquisition;
                                                               ---------------------------------------------------------
                                             Sub-total            760,200,414       $ 7,602     $ 40,000     $3,714,449


(RESTUBBED TABLE)
                                                                               Retained
                                                                               Deficit          TOTAL
                                                                          ----------------------------

                                                                           <C>               <C>
                                             Sub-total                     $ (2,422,800)     $ 269,751

Connect.ad, Inc., Connect.ad Services, Inc. and Connect.ad
   of South Florida, Inc - acquisition  (September 28, 1999)                                   300,000

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

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

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

Issuance of common stock for Public Relations services for
   the year ending December 31, 1999.                                                          220,500

Issuance of common stock for employee compensation in lieu
   of cash payment                                                                             495,000

Cancelation of shares of common stock of GMG acquisition;
                                                                           ---------------------------
                                             Sub-total                     $ (2,422,800)    $1,339,251
</TABLE>
                       See notes to financial statements.

                                       8

<PAGE>
<TABLE>
<CAPTION>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)

                                                                    Common Stock                  Capital            Paid in
                                                                       Shares        Amount      Subscribed          Capital
                                                                   ----------------------------------------------------------
<S>                                                                 <C>              <C>          <C>             <C>
                                             Sub-total              760,200,414      $ 7,602      $ 40,000        $3,714,449

   GMG returned these shares after the cancelation of the
   acquisition agreement                                            (14,000,000)        (140)                            140

Net loss December 31, 1999
                                                                   ----------------------------------------------------------
Balance December 31, 1999 (Audited)                                 746,200,414        7,462        40,000         3,714,589

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

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

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

Issuance of shares of common stock in compensation for
   secretarial/administrative services valued at $ 0.0781
   per share on June 14, 2000.                                        4,500,000           45                         351,405

                                                                   ----------------------------------------------------------
                                             Sub-total              752,024,417      $ 7,520      $ 40,000        $4,200,031



(RESTUBBED TABLE)
                                                                          Retained
                                                                          Deficit             TOTAL
                                                                       -------------------------------
                                             Sub-total                  $ (2,422,800)       $1,339,251

   GMG returned these shares after the cancelation of the
   acquisition agreement                                                                             -

Net loss December 31, 1999                                                  (919,942)         (919,942)
                                                                       -------------------------------
Balance December 31, 1999 (Audited)                                       (3,342,742)          419,309

Issuance of shares of common stock for technology services
   valued at $ 20,000 for 5 month ending May 31,2000                                            20,000

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

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

Issuance of shares of common stock in compensation for
   secretarial/administrative services valued at $ 0.0781
   per share on June 14, 2000.                                                                 351,450

                                                                       -------------------------------
                                             Sub-total                  $ (3,342,742)        $ 904,809
</TABLE>
                       See notes to financial statements.


                                       9
<PAGE>

                      SAFE TECHNOLOGIES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)
<TABLE>
<CAPTION>

                                                                Common Stock                 Capital        Paid in
                                                                   Shares        Amount     Subscribed      Capital
                                                                -----------------------------------------------------
<S>                                                             <C>              <C>         <C>         <C>
                                             Sub-total          752,024,417      $ 7,520     $ 40,000    $4,200,031
Issuance of shares of common stock to unrelated party for
   service bonus valued at $ 0.0781 per share on
   June 14, 2000.                                                   150,000            2                     11,713

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

Net loss June 30, 2000
                                                                -----------------------------------------------------
Balance June 30,  2000 (Unaudited)                              764,174,417      $ 7,642     $ 40,000    $5,148,824
                                                                =====================================================


(RESTUBBED TABLE)
                                                                       Retained
                                                                       Deficit         TOTAL
                                                                   ----------------------------
                                             Sub-total               $ (3,342,742)    $ 904,809
Issuance of shares of common stock to unrelated party for
   service bonus valued at $ 0.0781 per share on
   June 14, 2000.                                                                        11,715

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

Net loss June 30, 2000                                                 (1,521,674)   (1,521,674)
                                                                   ----------------------------
Balance June 30,  2000 (Unaudited)                                   $ (4,864,416)    $ 332,050
                                                                   ============================
</TABLE>
                       See notes to financial statements.

                                       10
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                      For the six months ended June 30,
                                                                                        2000                     1999
                                                                                    -----------               ----------
<S>                                                                                 <C>                       <C>
Cash flows from operating activities:
  Net loss                                                                          $(1,521,674)              $ (100,630)
                                                                                    -----------               ----------

  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation and amortization                                                      33,987
      (Increase) decrease in accounts receivable                                         (5,202)                  (5,426)
      (Increase) decrease in notes receivables                                                                    (5,500)
      (Increase) decrease in other assets                                                 9,312
      Increase (decrease) in accounts payable                                               152                    6,973
      Increase (decrease) in accrued liabilities                                         48,621                   64,000
      Increase (decrease) in other payables                                              24,175                     (257)
      Increase (decrease) in deferred income                                            (33,388)
                                                                                    -----------               ----------

      Total adjustments                                                                  77,657                   59,790
                                                                                    -----------               ----------

  Net cash used by operating activities                                              (1,444,017)                 (40,840)
                                                                                    -----------               ----------

Cash flows from investing activities:
  Cash payment for purchase of intangibles                                                    -
  Cash payments for the purchase of property                                             (3,316)                       -
                                                                                    -----------               ----------

  Net cash used by investing activities                                                  (3,316)                       -
                                                                                    -----------               ----------
</TABLE>

                       See notes to financial statements.

                                       11

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                  For the six months ended June 30,
                                                                                     2000                   1999
                                                                                 -----------             -----------
<S>                                                                              <C>                   <C>
Cash flows from financing activities:
  Proceeds from issuance of common stock                                         $ 1,434,415           $    38,382
                                                                                 -----------           -----------

  Net cash provided by financing activities                                        1,434,415                38,382
                                                                                 -----------           -----------

Net increase (decrease)  in cash and cash equivalents                                (12,918)               (2,458)

Cash and cash equivalents, beginning of period                                        16,372                31,476
                                                                                 -----------           -----------

Cash and cash equivalents, end of period                                         $     3,454           $    29,018
                                                                                 ===========           ===========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:

    Interest expense                                                             $        --           $        --
                                                                                 -----------           -----------
</TABLE>

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


                       See notes to financial statements.


                                       12

<PAGE>

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



NOTE 1         UNAUDITED FINANCIAL STATEMENTS

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

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


NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

               Basis of Consolidation
               ----------------------
               The consolidated financial statements include the accounts of
               Safe Technologies International, Inc. and its subsidiaries,
               Internet Commerce, Inc., Total Microcomputers, Inc. (inactive),
               Connect.Ad, Inc., Connect.Ad Services, Inc., Connect.Ad of South
               Florida, Inc. and Internet Associates International, Inc. All
               material intercompany transactions and balances have been
               eliminated in the consolidated financial statements.


                                     - 13 -

<PAGE>

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



NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

               Advertising
               -----------
               Advertising costs are charged to operations when incurred.
               Advertising costs of $1,268 were incurred during the six months
               ended June 30, 2000.

               Revenue Recognition
               -------------------
               Revenues of Safe Tech, Internet Commerce, Inc., Connect.Ad, Inc.,
               Connect.Ad Services, Inc., Connect.Ad of South Florida, Inc. and
               Internet Associates International, Inc. are recognized at the
               time the services are rendered to customers. Services are
               rendered when the Company's representatives receive the
               customer's requests and complete the customer's orders.

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

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


                                     - 14 -

<PAGE>

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



NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

               Property and Equipment
               ----------------------
               Property and equipment are stated at cost. Depreciation of
               depreciable assets is computed using the straight-line method of
               depreciation over the estimated useful lives of the assets. The
               estimated useful life is between 5 to 7 years.

               Credit Risk
               -----------
               Financial instruments that potentially subject the Company to
               credit risk include cash on deposit with five financial
               institutions amounting to $3,454 at June 30, 2000, and $16,372 at
               December 31, 1999, which was insured for up to $500,000 by the
               U.S. Federal Deposit Insurance Corporation (FDIC).

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

                               Trademarks and copyrights              15 years
                               Goodwill                               15 years

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


                                     - 15-

<PAGE>

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



NOTE 2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

                                   Basic                     746,781,188

               Basic Loss per Share and Diluted Loss per Share
               -----------------------------------------------
               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.


NOTE 3         CAPITAL STOCK TRANSACTIONS

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


                                     - 16 -


<PAGE>

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



NOTE 3         CAPITAL STOCK TRANSACTIONS (CONTINUED)

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

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

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

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

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

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

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


                                     - 17 -
<PAGE>

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



NOTE 4         SUBSCRIPTIONS

               The Company entered into a subscription agreement for the
               purchase of 4,405,882 shares of common stock for $40,000 on
               November 4, 1998. At March 31, 2000, the Company had received
               payments amounting to $40,000. No stock has been issued relating
               to this subscription.


NOTE 5         LEASES

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


NOTE 6         INCOME TAXES

               The Company and its subsidiaries file consolidated income tax
               returns. No provision has been made in the accompanying financial
               statements for income taxes payable because of the Company's
               operating loss from operations. At December 31, 1999, the Company
               had $3,342,743 of operating loss carry-forwards for financial
               reporting and income tax purposes available to offset future
               income taxes expiring through the year 2019. Net operating losses
               of $584,474 for the six months ended June 30, 2000 will expire in
               2020. Additionally, the Company has approximately $44,000 of
               research and development credits available to offset future
               income taxes through the year 2005. There can, however, be no
               assurance that the Company will have future operating profits.





                                     - 18 -


<PAGE>

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



NOTE 7         NOTES PAYABLE

               At June 30, 2000, short-term debt consisted of the following:
<TABLE>
<CAPTION>
<S>                                                                                               <C>
                  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.                                                               $188,436

                  Note payable to a shareholder,  unsecured, due
                  on demand, no interest rate specified.                                           142,586

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

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

                  Total short-term debt                                                           $367,515
                                                                                               ===========
</TABLE>

                Interest expense for the six months ended June 30, 2000 was
                $8,221.


NOTE 8          STOCK AWARDS

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



                                   - 19 -

<PAGE>

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



NOTE 8          STOCK AWARDS

                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 June 30,
                2000 5,474,003 shares were granted under the Plan


NOTE 9          EMPLOYMENT AGREEMENTS

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

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

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

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

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



                                     - 20 -



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

Overview

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

Pursuant to our intent to control expenses, management is beginning to see
results from efforts to control discretionary expenses while at the same time
maintaining focus on our long-term objectives through prudent investment of
corporate funds in activities congruent with our business model. Having made
significant progress toward the total consolidation of the prior multiple
locations of the Company's various subsidiaries' operations, we are nearing
completion of our plan to have centralized facilities to house our Internet
services-related functions. We expect to continue to realize significant cost
efficiencies as a result of our decision to centralize overlapping functions
into a single geographic location. Examples of such consolidations are Internet
Commerce, Inc.'s and the affiliated connec.ad groups' relocation of their
separate respective facilities to our 123 NW 13th Street location in Boca Raton,
Florida and the resulting reduction of redundant systems. Further potential
savings are intended to be realized through our plan to consolidate the units
into a single corporate subsidiary of all Internet Service Provider functions.

We have continued our meetings and negotiations with the two different
significant potential business combination candidates identified in our report
for the first quarter of 2000, and have entered into a binding letter of intent
with them as of June 27, 2000. Our intent is to acquire an 80% interest in both
companies. One of the targets is a four year old company involved in the
automobile industry, which has significant annual revenues. The other target
company is one with patented proprietary technology which has applications in
the construction and underground infrastructure contexts. For example, one of
the products is for use in the rehabilitation of water and sewerage systems and
storm water drainage systems. This product has related applications in airports,
bridges, highways, tunnels, roofs and other structures. We are currently
conducting due diligence in connection with these potential acquisitions. Our
pursuit of these identified business targets and our continuing evaluation of
other potential business opportunities, remain consistent with our stated
business objective of growing the Company through strategic alliances which
complement our core competencies and through other value-added acquisitions the
completion of which would serve to enhance shareholder value.

Our wholly owned subsidiary, IAI, concluded another productive quarter with
additional notable web site development engagements, with the majority of such
customers being involved in the Internet platform in the B2B sector, and at the
same time still serving some players in the B2C arena.

                                      - 21 -
<PAGE>


Results of Operations

Revenues were $122,788 for the second quarter of 2000 as compared to $115,407
for the corresponding quarter of 1999, representing a 6.4% increase. We believe
that the increase in revenues can be sustained through our continued focus on
value-added services to our customers.

Cost of revenues were $34,929 during the second quarter of 2000 and were $10,100
for the second quarter of 1999, representing an increase $24,829. This
difference is attributable to small classification variances and is immaterial
to the financial statements taken as a whole.

Expenses were $1,537,333 for the second quarter of 2000 as compared to $205,993
for the second quarter of 1999. The significant increase represents a timing
difference in the comparative periods of our recognition of expenses
attributable to items paid by stock in lieu of cash as our accounting systems
mature which in prior years have been recognized near the end of the fiscal
year.

As a result of the foregoing, the Company's operating loss for the second
quarter of 2000 was $1,453,243 compared to a net loss for the second quarter of
1999 in the amount of $100,630.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2000, the Company had a cash balance of $3,454 as compared to a
balance of $16,372 as of the fiscal year ended December 31, 1999. For the period
ended June 30, 2000, the Company had a working capital deficit of $430,405
compared with a working capital deficit of $382,382 on December 31, 1999.

Net cash used in operating activities was $1,444,017 during the second quarter
of 2000 compared to ($40,840) for the second quarter of 1999. The Company used
$3,316 in investing activities in the second quarter of 2000 and none in the
second quarter of 1999. Net cash provided by financing activities was $1,434,415
during the second quarter of 2000 as compared with $38,382 used in the second
quarter of 1999. Again, these comparative variances of cash used in operating
and financing activities result from our current recognition of expenses
resulting from the issuance of shares of common stock in lieu of cash during the
interim period.

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

CAUTIONARY STATEMENTS

Forward-looking statements in this Form 10-QSB including, without limitation,
statements relating to our plans, strategies, objectives, expectations,
intentions, and adequacy of resources, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward looking statements involve known and unknown risks, uncertainties and

                                      - 22 -
<PAGE>

other factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. The following factors,
among others, could cause actual results to differ materially from those set
forth in the forward-looking statements: our ability to successfully (i) develop
and profitable grow its 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) to
develop the Connect.Ad Companies' Internet marketing business, (iv) identify and
finalize acquisition agreements with select Internet companies and/or enter into
partnership agreements with established companies in high technology deals, and
(v) raise additional capital to finance 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, 1999 and the Company's other SEC filings.

RISK FACTORS

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

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

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

         Similarly, suppliers, advertisers and merchants will also need to
accept and use our web site. In order for this to occur, suppliers, advertisers
and merchants will need to perceive our site as efficient and profitable
channels of distribution for their products, for expenditure of their
advertising budgets and for their merchandise.

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

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

         We expect to continue to incur net losses and negative cash flows for
the foreseeable future and there can be no assurance that we will ever achieve
profitability or generate positive cash flows. As we

                                      - 23 -
<PAGE>

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

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

         Because we do not intend to provide our services through any commercial
medium other than the Internet, our future revenues and profits depend upon the
widespread acceptance and use of the Internet and online services as a medium
for commerce. Rapid growth in the use of the Internet and online services is a
recent phenomenon. This growth may not continue. A sufficiently broad base of
consumers may not accept, or continue to use, the Internet as a medium of
commerce. Demand for and market acceptance of recently introduced products and
services over the Internet involve a high level of uncertainty.

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

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

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

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

         In order to be successful, we must provide reliable, real-time access
to our systems for our customers and suppliers. As our operations grow in both
size and scope, domestically and internationally, we will


                                      - 24 -
<PAGE>

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

         Our business is exposed to risks associated with online commerce
security and credit card fraud.

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

         Our success depends in large part upon the efforts of a few individuals
and our ability to attract, retain and motivate highly skilled employees.

         We depend substantially on the services and performance of our senior
management, particularly Barbara L. Tolley our Chief Executive Officer, Michael
Bhethana, our Chief Information Officer and Bradford L. Tolley our Secretary,
Treasurer and Vice President of Investor Relations. These individuals may not be
able to fulfill their responsibilities adequately and may not remain with us.
The loss of the services any executive officer or other key employees could hurt
our business.


                                      - 25 -

<PAGE>

PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibit 27.1

               Financial Data Schedule (filed herewith electronically)


          (b)  Reports on Form 8-K

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

               (i)                  The Company filed a report on Form 8-K dated
                                    April 18, 2000 which reported information
                                    under Item 5 - Other
                                    Information.

               (ii)                 The Company filed a report on Form 8-K dated
                                    April 19,2000 which reported information
                                    under Item 5 - Other Information.

               (iii)                The Company filed a report on Form 8-K dated
                                    June 28, 2000 which reported information
                                    under Item 5 - Other
                                    Information.



                                      - 26 -

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














                                      - 27 -