==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
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
--------------
* On February 9, 1998, Safe Aid Products Incorporated merged with and into
Intelligence Network International and was renamed Safe Technologies
International Incorporated.
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 - 705,477,200 shares as of
May 13, 1998.
<PAGE>
INDEX
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Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets -
March 31, 1998 and March 31, 1997.............................3
Unaudited Consolidated Statements of Operations -
Three Months Ended March 31, 1998 and March 31,1997...........4
Unaudited Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1998 and March 31,1997...........5
Notes to Unaudited Consolidated Financial Statements..........6
Unaudited Balance Sheets -
December 31, 1997.............................................8
Unaudited Statements of Earnings -
One Month Ended December 31, 1997.............................9
Unaudited Statements of Cash Flows -
One Month Ended December 31, 1997............................10
Notes to Unaudited Financial Statements......................11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................12
PART II OTHER INFORMATION
Item 1. Legal Proceedings............................................15
Item 2. Changes in Securities........................................15
Item 3. Defaults Upon Senior Securities..............................15
Item 4. Submission of Matters to a Vote of Security Holders..........15
Item 5. Other Information............................................16
Item 6. Exhibits and Reports on Form 8-K.............................16
Signature.............................................................16
<PAGE>
<TABLE>
PART 1 - FINANCIAL STATEMENT PRESENTATION
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
<S> <C> <C>
March 31 March 31
1998 1997
ASSETS
CURRENT ASSETS
Cash $ 187,907 $ 38,415
Accounts receivable - principally trade 145,502 0
Inventory 10,092 0
Income tax refund receivable 48,300 0
Notes receivable, stockholders 110,885 0
Prepaid expenses 2,494 0
Management Agreements, net 904,168 0
-------------- -------------
TOTAL CURRENT ASSETS 1,409,348 38,415
MACHINERY AND EQUIPMENT
Net of accumulated depreciation 63,267 0
-------------- -------------
TOTAL MACHINERY AND EQUIPMENT 63,267 0
OTHER ASSETS
Deposits 5,294 0
Goodwill, net 605,619 0
-------------- -------------
TOTAL OTHER ASSETS 610,913 0
------------- -------------
TOTAL ASSETS $ 2,083,528 $ 38,415
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit, payable bank $ 15,846 $ 0
Payroll taxes 8,594 0
Accounts payable, trade 76,406 0
Accrued expenses 28,038 0
Accrued income taxes 68,012 0
Notes payable, related party 97,333 0
Deferred income taxes 4,800 0
-------------- -------------
TOTAL CURRENT LIABILITIES 299,029 0
STOCKHOLDERS' EQUITY
Common stock $.00001 par value
999,000,000 shares authorized; 705,477,200 issued and outstanding 7,055 0
Additional paid in capital 2,346,000 87,725
Deficit accumulated during development stage (49,310)
Accumulated deficit (568,556)
-------------- ------------
TOTAL STOCKHOLDERS' EQUITY 1,784,499 38,415
-------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,083,528 $ 38,415
============== ============
</TABLE>
<PAGE
<TABLE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
<S> <C> <C>
For Three For Three
Months Ended Months Ended
March 31 March 31
1998 1997
REVENUES $ 346,721 $ 0
COST OF REVENUE $ 210,901 $ 0
------------ ------------
GROSS PROFIT $ 135,820 $ 0
EXPENSES
Promotion 9,579 0
Bank charges 2,326 0
Interest 408 0
Depreciation 795 0
Equipment lease 9,462 0
Insurance 5998 0
Office expenses 41,656 0
Officers' salary 54,608 0
Wages 4,680 0
Payroll taxes 1,695 0
Commissions paid 1,665 0
Subcontract labor 13,305 0
Legal & professional fees 64,772 29,287
Travel 5,904 0
Merger Expense 122,774 0
------------ ------------
TOTAL EXPENSES $ 493,989 $ 29,287
------------ ------------
OTHER INCOME
Interest on Deposit 1,037 0
Income Before Income Taxes ( 357,132) (29,287)
Provision For Income Taxes 0 0
NET LOSS $ ( 357,132) $ (29,287)
LOSS PER SHARE:
Net loss per share NIL NIL
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 705,477,200
</TABLE>
<PAGE>
<TABLE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
<S> <C> <C>
For Three For Three
Months Ended Months Ended
March 31 March 31
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $( 357,132) $ (29,287)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 155,157 0
Changes in account balances:
Accounts receivable ( 36,683) 0
Inventory 4,058 0
Deposits 214,802 0
Accounts payable 26,633 0
Accrued expenses 662 0
Payroll taxes payable 1,170 0
Sales taxes payable 4 0
--------- ---------
TOTAL ADJUSTMENTS 365,803 (29,287)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,671 0
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment 0 0
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on line of credit - bank (280) 0
Issuance of stock 122,774 9,725
--------- ---------
NET CASH (USED) BY FINANCING ACTIVITIES 122,594 9,725
INCREASE (DECREASE) IN CASH 131,165 (19,562)
BEGINNING CASH BALANCE 56,742 57,977
--------- ---------
ENDING CASH BALANCE $ 187,907 $ 38,415
========= =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for interest $ 408
</TABLE>
<PAGE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
include the accounts of Safe Technologies International, Inc., and
its wholly owned subsidiaries (collectively, 'the Company'). All
significant inter-company transactions and accounts have been
eliminated.
The statements have been prepared in accordance with generally
accepted accounting principles for interim financial information,
with the instructions to Form 10-QSB. The Company's financial
statements have been prepared on a going concern basis which
contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of
consolidated results of operation, consolidated financial position
and consolidated cash flows at the dates and for the periods
indicated, have been included in these financial statements .
These financial statements give effect to the February 9, 1998
reverse acquisition whereby Safe Aid Products, Inc. acquired all of
the outstanding common stock of Intelligence Network International,
Inc.; as if the transaction occurred on January 1, 1997.
For the three months ended March 31, 1998, the Company incurred a
loss of $357,132, and has a deficit accumulated of $568,556 and
cash of $187,907.
Operating results for the quarter, ending March 31, 1998, are not
necessarily indicative of the results that may be expected for the
year end December 31, 1998.
NOTE 2. COMMON STOCK TRANSACTIONS
During the first quarter of 1998, Safe Aid Products affected a one
for ten reverse stock split. All share and per share amounts
presented herein account for this action as of the first day of the
first period presented. Further, the 634,929,480 shares issued to
effect the recapitalization, as discussed below, are also presented
as issued and outstanding as of the first day of the first period
presented.
On February 9, 1998, Safe Aid Products issued 585,819,936 shares of
newly issued, restricted unregistered common stock, to the former
shareholders of Intelligence Network International, Inc. in
relation with the merger with Intelligence Network International,
Inc. On February 9, 1998, Safe Aid Products also issued 49,109,544
shares of newly issued, restricted unregistered common stock, to
certain broker, finders and consultants for services rendered in
the reverse merger transaction.
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
NOTE 3. CLASSIFICATION OF EXPENSES
Cost of revenues includes the costs associated with the hardware,
software, materials, etc., for the Company's customers, and other
costs are classified as operating expenses.
NOTE 4. NET LOSS PER COMMON SHARE
Net loss per average common and common equivalent share has been
computed on the basis of the weighted average number of common
shares and equivalents outstanding during the respective period.
The effects on loss per share resulting from the potential exercise
of issuance of the assumed exercise of warrants in the period
presented are antidilutive and, therefore, not included in the
calculations. At March 31, 1998, there were 14,727,280 warrants
outstanding to purchase at prices ranging from $0.20 to $0.50. per
share.
NOTE 5. NOTES RECEIVABLE
The Company holds various note receivables from Stockholders
totaling $110.885. These notes earn interest at 8.5% and are due
upon demand.
NOTE 6. NOTES PAYABLE
Notes payable consists of the following:
Notes payable to former Safe Aid Products, Inc., Officer and
Stockholder in the amount of $19,000
Notes payable to two Company Directors in the amount of $38,583
Notes payable to Subsidiary Stockholders in the amount of $39,750
NOTE 7. AMORTIZATION OF MANAGEMENT AGREEMENTS AND GOODWILL
Amortization of management agreements and Goodwill Expenses for the
first quarter ended March 31, 1998 were $ 154,362, and for the
first quarter ended February 28, 1997 was $ 0.00. $154,362 of the
Amortization expense relates to the purchases of Precision Imaging
(GMG, Inc.) and Total Micro Computers, Inc. The Management
Agreements with these Subsidiaries were valued at $1,050,000
amortized over a period of one year. Goodwill for these companies
was valued at $614,149 amortized over 10 years.
<PAGE>
<TABLE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
<CAPTION>
ASSETS
<S> <C>
December 31
1997
CURRENT ASSETS
Cash $ 30,444
Accounts Receivable 0
Total Current Assets $ 30,444
PROPERTY AND EQUIPMENT, NET 0
---------
TOTAL ASSETS $ 30,444
---------
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 9,253
Accrued expenses 2,105
Total Current Liabilities 11,358
STOCKHOLDERS' EQUITY
Common Stock 0
Additional Paid In Capital 156,600
Retained Earnings (137,514)
---------
Total Stockholders' Equity 19,086
---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 30,444
---------
</TABLE>
<PAGE>
<TABLE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
<S> <C>
For The One
Month Ended
December 31
1997
REVENUES:
Sales $ 0
COST OF SALES 0
--------
GROSS PROFIT 0
--------
EXPENSES
Office expenses 3,893
Legal & professional fees 25,850
Travel 1,680
------------
TOTAL EXPENSES $ 31,423
------------
INCOME BEFORE INCOME TAXES (31,423)
PROVISION FOR INCOME TAXES 0
--------
NET LOSS $(31,423)
--------
LOSS PER SHARE:
Net loss per share NIL
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 705,477,200
</TABLE>
<PAGE>
<TABLE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
<S> <C>
For The One
Month Ended
December 31
1997
OPERATING ACTIVITIES
Net (loss) $(31,423)
Adjustments to reconcile net income to net
cash provided by operating activities:
Increase (decrease) in accounts payable 1,103
--------
Total adjustments 1,103
--------
NET CASH PROVIDED BY OPERATING ACTIVITIES $(30,320)
INVESTING ACTIVITIES --
--------
NET CASH USED FOR INVESTING ACTIVITIES --
--------
FINANCING ACTIVITIES
Issuance of common stock 28,600
--------
Net cash provided by financing activities 28,600
INCREASE (DECREASE) IN CASH (1,720)
CASH:
Beginning of one month period 32,164
End of one month period 30,444
</TABLE>
<PAGE>
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company was incorporated on May 21, 1987 in the State of
Delaware to engage in manufacturing and marketing of a
disinfectant product for sale in dental and medical offices and
hotel and motel markets, as well as in the retail over-the
counter market, and to engage in research and development
regarding nasal and transdermal delivery of aspirin and other
drugs. At present, the Company remains in its development stage.
Its activities to date consist of limited sales of disinfectant
products and the investigation of the nasal and transdermal
delivery of aspirin and other drugs.
The financial data for the one month ended December 31, 1997,
unaudited, but includes all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the results of
operations for such periods.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates
and assumptions.
Depreciation of machinery and equipment is computed under an
accelerated method over five year estimated useful lives of the
related assets.
Net Loss Per Share
Net loss per average common and common equivalent share has been
computed on the basis of the weighted average number of common
shares and equivalents outstanding during the respective periods.
The effects on loss per share resulting from the assumed issuance
of reserved shares and the assumed exercise of warrants in all
periods presented are antidilutive and, therefore, not included
in the calculations.
NOTE 2 - INCOME TAXES
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, 1996, the Company
has approximately $1,553,000 of operating loss carryforwards for
financial reporting and income tax purposes that expire through
the year 2011. Additionally, the Company has approximately
$44,000 of research and development credits available to offset
future income taxes through the year 2005.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Overview
Safe Technologies International, Inc., formerly known as Safe Aid
Products, Inc. (the "Company"), significantly changed its
operations during the first quarter of 1998. On February 9,
1998, the Company consummated a reverse merger with Intelligence
Network International, Inc., a Florida company ("INI") pursuant
to the terms of a merger agreement dated August 29, 1997, as
amended (the "Merger Agreement"). The reverse merger enabled the
Company to move from its development stage status into full
operating status
On the Closing Date of the Merger Agreement, the existing
officers and directors of the Company resigned and new officers
and directors appointed by INI's management took their place.
The Company's activities during the first quarter included (i)
setting up an office in Palm Beach, Florida for day to day
operations, (ii) communicating with the Company's 7,000 plus
shareholders about the procedures to be used to exchange their
old Company stock certificates for new Company stock certificates
which reflect the ten-for-one reverse stock split and the name
change, (iii) establishing policies and procedures for the
Company's subsidiaries relating to communication and financial
reporting to the Company and (iv) initiating policies and
procedures for potential acquisition companies.
As of March 30, 1998, the Company has two Florida subsidiaries:
Total Micro Computers, Inc. ("TMC") and GMG Computer Consultants,
Inc. d.b.a Precision Imaging ("GMG"). The Company is currently
in the process of incorporating two new Florida corporations: (i)
Safe Aid Products of Florida, Inc., which will provide a business
entity for the products and patents which are presently in the
Company, (i.e., the aspirin patent no. 4,885,287, the detergent
patent no. 5,000,869 and the product Endimol C) and (ii) Internet
Commerce, Inc., which will provide a business entity for the
Internet related activities for the Internet assets: Real Estate
2001 Software, the copyrights for PII, a global real estate
information and data base service, the PII.net web site, the
copyrights for the IN CyberMall and the IN CyberMall.com web
site.
Unless the context otherwise requires, the term "Company" as used
herein refers to the Company and its two subsidiaries, TMC and
GMG.
Three Months ended March 31, 1998 ("first quarter of 1998")
compared to three months ended February 28, 1997("first quarter
of 1997")
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 (the fiscal year end of INI). Management has
included unaudited financial information for the Company during
this one month transition period herein in Item 1 - Financial
Information on pages 8 to 11. Management does not believe that
any seasonal or other factors, significantly affected the
comparability of the Company's operations in 1997.
<PAGE>
Results of Operations
Revenues were $346,721 for the first quarter of 1998 and were $0
for the first quarter of 1997, representing an increase of 100%.
Approximately, $90,659 or 26% of these revenues were from GMG,
and $246,389 or 71% of these revenues were from TMC.
Revenues for GMG during the first quarter of 1998 were slightly
higher than the first quarter of 1997. Activities for GMG during
the first quarter of 1998 including winning the prestigious 1997
Florida Magazine Association's award for GMG's creative work in
the Boca Raton magazine. GMG is the exclusive provider of pre-
press services to JES Publishing, publisher of the Boca Raton
Magazine. GMG, also, won a new major client, the Bayview Group,
the exclusive design firm for LPG systems, and LPG, USA. GMG
will produce marketing materials for the Bayview Group. The
Bayview Group markets a cosmetic therapy product internationally.
This product is part of a patented process known as Endermologie.
The FDA recently approved the Endermologie process as a method of
reducing cellulite. As a result of this recent approval by the
FDA, all of the marketing materials for this process must be
redone. Additionally, many new marketing materials are schedule
for production. Each of the many marketing pieces from video
tape covers, rack brochures, posters, and the like, to the
Endermologie Magazines, and advertisements must all be produced
in six languages. These materials are distributed world wide in
countries such as the US, France, Germany, Spain and Argentina.
It is anticipated that this client will generate in excess of
$100,000 in revenue to GMG in the next twelve months.
Revenues for TMC were reduced in the first quarter of 1998
compared to the first quarter of 1997 due to problems which
emanated from a burglary at TMC's premises in Tampa, Florida on
September 5, 1997. In the burglary, a significant amount of
TMC's computer products and parts inventory were stolen from
TMC's inventory room. Although, TMC was insured by State Farm
Insurance Company, State Farm has delayed paying the insurance
claim during its investigation of the burglary. This situation
has created a significant loss of working capital for TMC, and
has impacted TMC's ability to extend its normal 30 day credit
terms to its wholesale customers, i.e. schools and institutions.
Pending resolution of the insurance claim, TMC has focused on
building up the retail side of TMC's operations, which will not
require credit sales. Management also believes that the once
TMC's retail business is established, the profit margins will be
significantly higher than in TMC's wholesale business.
Management also plans on offering computer training in TMC's
store facility located in Tampa, thereby rounding out TMC's
services of specially designed computer systems, full services
for the systems, and software training classes.
<PAGE>
Cost of revenues were $210,901 for the first quarter of 1998 and
were $0 for the first quarter of 1997, representing an increase
of 100%. GMG's cost of revenues remained relatively constant,
slightly increased from $9,786 in the first quarter of 1997 to
$13,984 in the first quarter of 1998. TMC's cost of revenues
were lower than expected for parts and peripherals, decreasing
from $514,203 in the first quarter of 1997 to $188,967 in the
first quarter of 1998.
Selling, general and administrative expenses were $493,989 for
the first quarter of 1998 compared to $2,775 for the first
quarter of 1997, representing more than an 800% increase. This
increase is attributable to the Company's first quarter as an
operating company, and includes expenses of the Company and its
subsidiaries. Many of the expenses are non- recurring, a number
of the expenses relate to converting from a development stage
company to an operating company (i.e. legal and professional
fees incurred in the reverse merger and the proxy filing). GMG's
selling, general and administrative expenses were $44,109 for the
first quarter of 1998 compared to $45,588 for the first quarter
of 1997, representing an decrease of 3%. TMC 's selling, general
and administrative expenses were $39,658 for the first quarter of
1998 compared to $63,325 for the first quarter of 1997,
representing an decrease of 60%. This decrease is primarily due
to reduced revenue which emanated from a burglary at TMC's
premises in Tampa, Florida on September 5, 1997.
As a result of the foregoing, the Company's operating loss for
the first quarter of 1998 was $357,132 compared to $29,287 for
the first quarter of 1997. TMC's net income for the first
quarter of 1998 was $1,664 compared to $17,841 for the first
quarter of 1997. GMG's net income for the first quarter of 1998
was $4,058 for the first quarter of 1998 compared to $2,307 for
the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company had working capital of
$1,784,499 compared with a working deficit of $38,415 on February
28, 1997.
Net cash provided in operating activities was $8,671 during the
first quarter of 1998 compared to $0 for the first quarter of
1997. The Company did not have any income or losses from
investing activities in the first quarters of 1998 or 1997. Net
cash used in financing activities was $122,594 during the first
quarter of 1998 compared with $0 in the first quarter of 1997.
As of March 30, 1998, the Company did not have any material
commitments for capital expenditures.
The Company will be seeking strategic ways to secure additional
capital in the next quarter. The Company believes that it has
adequate resources for operations until such funding becomes
available.
<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
On January 30, 1998, at a Special Meeting (the "Meeting"),
the shareholders of the Company approved four proposals
related to the merger of INI with and into the Company
pursuant to the terms of a merger agreement. The record
date for the Meeting was December 1, 1997 and 705,477,200
shares of the Company's common stock were issued and
outstanding.
The following matters were voted on at the Meeting:
1. A proposal to amend the Company's Certificate of
Incorporation to effectuate a ten-for-one reverse stock
split of the Company's common stock.
Votes For: 403,874,723 Votes Against: 6,439,802
Abstentions: 1,520,375
2. A proposal to amend the Company's Certificate of
Incorporation to increase the authorized common stock
to 999,999,000 shares of common stock.
Votes For: 402,765,723 Votes Against: 7,441,802
Abstentions: 1,627,375
3. A proposal to amend the Company's Certificate of
Incorporation to change the Company's name from Safe Aid
Products, Inc. to Safe Technologies International, Inc.
Votes For: 404,731,223 Votes Against: 5,839,302
Abstentions: 1,264,375
4. A proposal to approve and adopt a merger agreement dated
August 29, 1997, as amended between the Company and INI
and the transactions contemplated thereby.
Votes For: 404,430,223 Votes Against: 5,795,302
Abstentions: 1,609,375
<PAGE>
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 three report on Form 8-K during the
three months ended March 31, 1998.
a. The Company filed a report on Form 8-K dated January 12,
1998 which reported information under Item 5 - Other
Information.
b. The Company filed a report on Form 8-K dated February 3,
1998 which reported information under Item 5 - Other
Information.
c. The Company filed a report on Form 8-K dated February 9,
1998 reporting information under Item 1 - Change in Control
of Registrant, Item 2 - Acquisition or Disposition of Assets
and Item 5 - Financial Statements, Pro Forma Financial
Information and Exhibits.
Safe Technologies International, Inc.
In accordance with the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Safe Technologies International, Inc., Registrant
Date: May 13, 1998 By: /s/Barbara Tolley
- ------------------ ---------------------
Date President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10QSB - CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND
CONSOLIDATED STATEMENT OF EARNINGS (LOSS) FOR THE THREE MONTH PERIOD
ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 187,907
<SECURITIES> 0
<RECEIVABLES> 145,502
<ALLOWANCES> 0
<INVENTORY> 10,092
<CURRENT-ASSETS> 1,409,348
<PP&E> 63,269
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,083,528
<CURRENT-LIABILITIES> 299,029
<BONDS> 0
<COMMON> 7,055
0
0
<OTHER-SE> 1,777,444
<TOTAL-LIABILITY-AND-EQUITY> 2,083,528
<SALES> 346,721
<TOTAL-REVENUES> 347,758
<CGS> 210,901
<TOTAL-COSTS> 210,901
<OTHER-EXPENSES> 493,989
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 408
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