<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB



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

                  For the quarterly period ended June 30, 2000.


                        Commission file number 0 - 30215
                                              ------------


                             SAFARI ASSOCIATES, INC.
                       -------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)



               UTAH                                             87-9369569
-------------------------------                           ---------------------
(STATE OR OTHER JURISDICTION OF                               (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)



                   64 EDSON STREET, AMSTERDAM, NEW YORK 12010
                   ------------------------------------------
                    (Address of principal executive offices)



                                 (518) 842-6500
                                 --------------
                           (Issuer's Telephone Number)




      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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  [   ].


As of July 31, 2000, 7,973,770 shares of common stock were outstanding.



                                      - 1 -





<PAGE>

                             SAFARI ASSOCIATES, INC.

                                   FORM 10-QSB
                           QUARTER ENDED JUNE 30, 2000


                                TABLE OF CONTENTS

                                                                            PAGE
<TABLE>
<CAPTION>
PART  I  -  FINANCIAL INFORMATION

<S>                                                                       <C>

    Item 1  -  Financial Statements

            -  Consolidated Balance Sheet as of June 30, 2000.            3  -  4

            -  Consolidated Statement of Income for the six
                  months ended June 30, 2000.                                5

            -  Consolidated Statement of Income for the
                  three months ended June 30, 2000.                          6

            -  Consolidated Statement of Cash Flows for the
                  six months ended June 30, 2000.                            7

            -  Notes to Consolidated Financial Statements.                8  -  14

    Item 2  -  Management's Discussion and Analysis
                  or Plan of Operations.                                    15

 PART  II  -  OTHER INFORMATION

    Item 1   -  Legal Proceedings.                                          16

    Item 2   -  Changes in Securities and Use of Proceeds.                  16

    Item 3   -  Default upon Senior Securities                              16

    Item 4   -  Submission of Matters to a Vote of Security Holders.        16

    Item 5   -  Other Information.                                          16

    Item 6   -  Exhibits and Reports on Form 8-K.                           16

SIGNATURES                                                                  17
</TABLE>



                                      - 2 -



<PAGE>




                         PART I - FINANCIAL INFORMATION



                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000



                                     ASSETS

<TABLE>
<CAPTION>
                                                                2000
                                                              ---------
                                                             (UNAUDITED)
<S>                                                         <C>
CURRENT ASSETS:
Cash                                                        $      40,393
Accounts Receivable - Net of
   Allowance of $24,000                                           131,277
Inventory                                                          68,770
Prepaid Expenses                                                   51,952
                                                            -------------

      Total Current Assets                                        292,392
                                                            -------------

PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of $45,651                        175,547
                                                            -------------

OTHER ASSETS:
Goodwill - Net of Amortization of $4,560                           22,795
Deposits                                                            1,500
                                                            -------------

      Total Other Assets                                           24,295
                                                            -------------
      Total Assets                                          $     492,234
                                                            =============
</TABLE>







                                      - 3 -

<PAGE>





                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000



                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

<TABLE>
<CAPTION>
                                                                   2000
                                                                ---------
                                                               (UNAUDITED)
<S>                                                               <C>
CURRENT LIABILITIES:
Obligations under Capital Lease                               $    63,782
Note Payable - AIDA                                                28,852
Convertible Notes Payable                                          15,000
Notes Payable                                                      25,000
Accounts Payable                                                  330,453
Payroll and Other Taxes Payable                                    29,785
Accrued Expenses                                                  113,388
                                                              -----------
      Total Current Liabilities                                   606,260

OTHER LIABILITIES:
Deferred Compensation                                             298,550
Loan Stockholder                                                   62,108
                                                              -----------

      Total Other Liabilities                                     360,658
                                                              -----------

      Total Liabilities                                           966,918
                                                              -----------

Commitments and Contingencies - Note 11

STOCKHOLDERS' (DEFICIT):
Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   outstanding  7,973,770  shares                                   7,974
Additional Paid-in Capital                                      1,318,988
Retained (Deficit)                                             (1,801,646)
                                                              -----------

      Total Stockholders' (Deficit)                              (474,684)
                                                              -----------

      Total Liabilities and Stockholders'  (Deficit)          $   492,234
                                                              ===========
</TABLE>



                                      - 4 -


<PAGE>



                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                              2000              1999
                                           ---------         ---------
                                          (UNAUDITED)       (UNAUDITED)
<S>                                       <C>               <C>
Revenue                                   $  493,056        $  186,942
                                          ----------        ----------
Cost of Sales                                392,461           174,699
                                          ----------        ----------
Gross Profit                                 100,595            12,243
                                          ----------        ----------

OPERATING EXPENSES:
Selling Expenses                              13,284            30,248
General and Administrative Expenses          108,397            84,760
                                          ----------        ----------

      Total Operating Expenses               121,681           115,008
                                          ----------        ----------

Net (Loss) from Operations                   (21,086)         (102,765)
Interest Expense                              11,551            10,747
                                          ----------        ----------
Net (Loss) before Provision
   For Income Taxes                          (32,637)         (113,512)
Provision for Income Taxes                      -                 -
                                          ----------        ----------

      Net (Loss)                          $  (32,637)       $ (113,512)
                                          ==========        ==========

(Loss) Per Share                          $     (.00)       $     (.01)
                                          ==========        ==========

Weighted Average Shares Outstanding        7,965,436         7,677,200
                                          ==========        ==========
</TABLE>







                                      - 5 -


<PAGE>




                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999



<TABLE>
<CAPTION>
                                              2000              1999
                                           ---------         ---------
                                          (UNAUDITED)       (UNAUDITED)
<S>                                       <C>               <C>
Revenue                                   $  289,258        $   84,995
                                          ----------        ----------
Cost of Sales                                252,229            91,547
                                          ----------        ----------
Gross Profit                                  37,029            (6,552)
                                          ----------        ----------

OPERATING EXPENSES:
Selling Expenses                               4,914            19,768
General and Administrative Expenses           50,710            44,767
                                          ----------        ----------

      Total Operating Expenses                55,624            64,535
                                          ----------        ----------

Net (Loss) from Operations                   (18,595)          (71,087)
Interest Expense                               4,552             6,599
                                          ----------        ----------
Net (Loss) before Provision
   For Income Taxes                          (23,147)          (77,686)
Provision for Income Taxes                      -                 -
                                          ----------        ----------

      Net (Loss)                          $  (23,147)       $  (77,686)
                                          ==========        ==========

(Loss) Per Share                          $     (.00)       $     (.01)
                                          ==========        ==========


Weighted Average Shares Outstanding        7,973,770         7,718,700
                                          ==========        ==========
</TABLE>











                                      - 6 -


<PAGE>




                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                           2000          1999
                                                        ---------     ---------
                                                       (UNAUDITED)   (UNAUDITED)
<S>                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                       $ (32,637)    $(113,512)
Adjustment to Reconcile Net Income (Loss)
   To Net Cash Used in Operating Activities:
      Depreciation and Amortization                         4,749         5,644
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                    (63,449)      (11,405)
   Inventory                                                8,335         3,782
   Prepaid Expenses and Other Assets                       11,550         3,665
Accounts Payable                                          (34,827)       63,878
Accrued Expenses                                           21,554        18,599
Deferred Compensation                                      26,000        26,000
                                                        ---------     ---------

      Net Cash Used in Operating Activities               (58,725)       (3,349)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, Plant and Equipment                                (875)         --
                                                        ---------     ---------

      Net Cash Used in Investing Activities                  (875)         --
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock                                   12,500          --
Loans Stockholder                                           2,656           659
Notes Payable                                              25,000          --
                                                        ---------     ---------

      Net Cash Provided by Financing Activities            40,156           659
                                                        ---------     ---------

Net Increase (Decrease) in Cash                           (19,444)       (2,690)

Cash - Beginning of Period                                 59,837        48,594
                                                        ---------     ---------

Cash - End of Period                                    $  40,393     $  45,904
                                                        =========     =========
</TABLE>




                                      - 7 -



<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000




The following financial information is submitted in response to the requirements
of Form 10-QSB and does not purport to be financial statements prepared in
accordance with generally accepted accounting principles. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted, although the Company believes the disclosures that are made are
adequate to make the information presented not misleading. Further, in the
opinion of the management, the interim financial statements reflect fairly the
financial position and results of operations for the periods indicated.

It is suggested that these interim consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10 containing the Company's audited financial statements as of
and for the year ended December 31, 1999 filed with the Securities and Exchange
Commission.

The results of operations for the six months ended June 30, 2000 are not
necessarily indicative of results to be expected for the entire fiscal year
ending December 31, 2000.



NOTE  1  -  DESCRIPTION OF BUSINESS
Safari Associates, Inc. (the "Company"), formerly Mag Enterprises, Inc., a Utah
Corporation was incorporated on July 30, 1980. On August 10, 1993, the Company
acquired Safari Enterprise, Inc. ("Enterprises") and its two wholly owned
subsidiaries: Safari Boat Company, Inc. ("Boat") and Safari Lure Company, Inc.
("Lure") From 1993 through 1996, Boat manufactured and distributed a fiberglass
boat and Lure distributed wood fishing lures. Prior to the end of 1996, the
operations of Boat and Lure were discontinued. In 1996, Enterprise began
manufacturing and distributing recycled single use cameras. Since 1997, the
Company has incorporated four wholly owned operating subsidiaries; Safari Camera
Corporation, Inc., which manufactures recycled single use disposable cameras,
selling to distributors and retail stores; Photography for Evidence, Inc., doing
business under the name Smith & Wesson(R) Cameras, sells recycled single use
cameras to law enforcement agencies; Impact Dampening Technology, Inc., doing
business under the name Smith & Wesson(R) Targets, to manufacture and sell
targets. In March 1998, the CompanY acquired Shoothru, Inc., a company that
developed and designed a product line of self-sealing reactive targets.



                                      - 8 -



<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



NOTE  2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CONSOLIDATION
The accompanying Consolidated Financial Statements include the accounts of the
Company and all its wholly owned subsidiaries. Intercompany transactions and
balances have been eliminated in consolidation.

INVENTORY
Inventory is stated at the lower of cost, using the first-in, first-out basis or
market.

PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over their estimated useful lives. The cost of maintenance
and repairs is charged to operations as incurred.

INTANGIBLES
Goodwill represents the excess of the cost of companies acquired over the fair
value of their net assets at the date of acquisition and is being amortized
using the straight line method over 15 years.

INCOME TAXES
The Company records deferred income taxes using the liability method. Under the
liability method, deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
statement and income tax basis of the Company's assets and liabilities. An
allowance is recorded, based on currently available information, when it is more
likely than not that any or all of a deferred tax asset will not be realized.
The provision for income taxes include taxes currently payable, if any, plus the
net change during the period presented in deferred tax assets and liabilities
recorded by the Company.

PER SHARE DATA
The Company has adopted the standards set by the Financial Accounting Standards
Board and computes earnings per share data in accordance with SFAS No. 128
"Earning per Share." The basic per share data has been computed on the loss for
the period divided by the historic weighted average number of shares of common
stock outstanding. All potentially dilutive securities have been excluded from
the compilation since they would be antidilutive.



                                      - 9 -



<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



NOTE  3  -  OBLIGATION UNDER CAPITAL LEASE
In October 1993, Safari Enterprises, Inc. ("Enterprises") a wholly owned
subsidiary of the Company acquired a two acre parcel of land from the Amsterdam
Industrial Development Agency (AIDA) and commenced construction of a building.
AIDA loaned the Company $85,000 toward the construction of the building. As part
of this transaction, Enterprises conveyed the deed to AIDA and leased it back
from them.

The terms of the lease are for 10 years from July 1, 1994 to June 30, 2004.
Lease payments of $1,031.28 represent principal and interest on the $85,000
advanced to the Company. The Company, at any time, may purchase the property for
$85,000 with all payments considered to be principal made under the lease
credited toward the purchase price. Based on the terms of the lease, the sale
and leaseback is a financing lease by the Company and the obligations under the
lease and related assets have been capitalized. (See Note 11 Litigation.)


NOTE  4  -  NOTE PAYABLE - AIDA
On October 8, 1996, Enterprises, a wholly owned subsidiary of the Company
borrowed $30,000 from the City of Amsterdam Industrial Development Agency (AIDA)
at a rate of 8 3/4% per annum for a period of 24 months. Monthly paymenTs of
$1,367.10 include both principal and interest. The note is guaranteed by
Enterprises and Mr. Morton Berger, President of the Company. Enterprises
defaulted on the note and AIDA has a judgment for the unpaid principal plus
accrued interest.


NOTE  5  -  DEFERRED COMPENSATION
In connection with the completion of a securities offering under Regulation D in
November, 1994, the Company entered into an employment agreement with Mr. Morton
Berger, President and Director of the Company. The agreement called for a base
annual salary of $52,000. As of June 30, 2000, the Company owes Mr. Berger
$298,550.


NOTE  6  -  INCOME TAXES
There is no provision for federal or state income taxes for the periods ended
June 30, 2000 and 1999 since the Company has incurred operating losses.
Additionally, the Company has reserved fully for any potential future tax
benefits resulting from its carryforward operating losses. Deferred tax assets
at June 30, 2000 consists of the following:



                                     - 10 -



<PAGE>


                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



NOTE 6 - INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                     2000
                                                -------------
<S>                                             <C>
      Allowance for doubtful accounts           $       9,600
      Net Operating Loss Carryforward                 617,000
      Property and Equipment                            8,000
                                                -------------
                                                      634,600
      Valuation Allowance                             634,600
                                                -------------
                                                $      - 0 -
                                                =============
</TABLE>

As of June 30, 2000, the Company has net unused operating loss carryforwards of
approximately $1,575,000 which expire in various years from 2000 through 2015.


NOTE  7  -  NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE
In 1996, the Company borrowed a total of $139,500 from individual investors.
Each loan was evidenced by a two-year promissory note with interest provided for
at the rate of 12% per annum. In January 1999, nine of the investors converted
their loans and accrued interest into share of common stock in the Company at an
agreed upon rate of $.60 per common share. The Company issued 249,000 shares of
its common stock and reclassified $124,500 principal amount of loans and $24,900
of accrued interest to stockholders' equity. Interest accrued in excess of two
years was waived. One convertible note for $15,000 was not converted.

NOTES PAYABLE
In January, 2000, the Company borrowed a total of $25,000 from two individual
investors. The notes are for a term of four months with interest to be accrued
at the rate of 10% per annum. The notes have been extended on a month to month
basis.


NOTE  8  -  LOAN STOCKHOLDER
Mrs. Lillian Berger, the majority stockholder and Secretary/Director of the
Company, has over the years made advances to the Company. On October 21, 1996,
she converted $39,500 of the advances into a mortgage to secure the loan on the
premises at 64 Edson Street. The mortgage with interest at 9% per annum was to
be paid in monthly interest payments of $296.25 beginning December 1, 1996 with
the balance to be repaid December 1, 1997. Interest continues to accrue and is
added to the loan balance. At June 30, 2000 the balance due was $62,108.



                                     - 11 -

<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000


NOTE 9 - COMMON STOCK
In January 1999, holders of $124,500 in convertible notes with accrued interest
of $24,900 converted those notes and accrued interest into 249,000 shares of
common stock.

In June 1999, the Company entered into a consulting agreement with Mr. Michael
J. O'Connor in which he would consult the Company on procuring government
contracts. As a retainer, the Company issued Mr. O'Connor 50,000 restricted
shares of common stock.

In October 1999, in a private placement, the Company issued 105,000 restricted
share of common stock for $25,000.

In December 1999, the Company issued 50,000 restricted shares of common stock to
Mrs. Lillian Berger, a director and officer of the Company for $12,500.

In January, 2000 the Company issued a total of 50,000 restricted shares of
common stock to two individual investors at a price of $.25 per share with the
Company receiving net proceeds of $12,500.


NOTE  10  -  COMMITMENTS & CONTINGENCIES
LITIGATION
On April 8, 1998, the Amsterdam Industrial Development Agency, Plaintiff,
commenced a legal action against Safari Enterprises, Inc., Defendant, in the
Supreme Court of the State of New York, County of Montgomery. The Plaintiff is
seeking to foreclose upon the interest of the Defendant in a lease between the
Plaintiff, as landlord and the Defendant, as tenant, for premises 64 Edson
Street, Amsterdam, New York and for damages for rent in arrears, including
certain real estate taxes. The Defendant claims that it is the owner of premises
64 Edson Street, Amsterdam, New York and that plaintiff could not lease it
property that defendant owns.

A motion for Summary Judgment in favor of the Plaintiff was granted on September
23, 1999. The decision was settled by an Order of Reference dated October 6,
1999 and entered on October 20, 1999. The Order appointed a Referee to determine
the amount due to the Plaintiff from the Defendant. As of October 14, 1999, the
amount was computed as $45,369.17 with interest to continue thereafter. The
Defendant filed a timely Notice of Appeal.

In June, 2000, Safari Enterprises, Inc. filed for protection pursuant
to Chapter 11 of the federal bankruptcy law. The filing was made in the
U.S. Bankruptcy Court, Northern District of New York. The final resolution
of the disputed litigation and outcome of the bankruptcy proceedings
cannot be determined at this time.


                                     - 12 -

<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000


There are various judgments and claims against Enterprises, Lure and Boats
relating to expenses incurred by those companies in the ordinary course of
business. These claims and judgments are reflected as liabilities in the
Financial Statements.

EMPLOYMENT AGREEMENT
On April 1, 1994, the Company entered into an employment agreement with
Mr. Morton Berger, President of the Company. The term of the agreement
was for five years and, thereafter, continues on a year to year basis.
Compensation shall be paid at the rate of $52,000 per year.

LICENSE AGREEMENT
On January 1, 1998, Smith & Wesson Corp., Springfield, Massachusetts, granted
Safari Enterprises, Inc., an exclusive Trademark License to make, use and sell
single-use and conventional film using still cameras under the Smith & Wesson(R)
brand name in the United States, its possessions and Canada. The terM of the
License is from January 1, 1998 to January 30, 2001. The license agreement
provides that Safari Enterprises, Inc. will pay Smith & Wesson Corp. a minimum
royalty of $15,000 the first eighteen months; $25,000 the next twelve months and
$35,000 the final twelve months. The minimums are to be paid against a royalty
of 5% of net sales, whichever is greater. The license further provides that
Safari Enterprises, Inc., can assign the license to an affiliate company under
the same control as Safari Enterprises, Inc. On January 12, 1998, the License
was amended by adding recoil pads for firearms, effective January 1, 1998. The
minimum royalties were not increased and covered both products. On May 18, 1999,
the License was further amended to include targets for firearms effective
January 1, 1998. Again the minimum royalties were not increased. On November 25,
1997 the Company organized a wholly owned subsidiary, Photography for Evidence,
Inc., under the laws of the State of New York. One December 17, 1997 Photography
for Evidence, Inc., filed a Certificate of Doing Business under the name Smith &
Wesson Cameras. The license agreement was assigned to Smith & Wesson(R) Cameras.

On January 29, 1998 the Company organized a wholly owned subsidiary, Impact
Dampening Technologies, Inc., a New York Corporation. On February 10, 1998,
Impact Dampening Technologies, Inc., filed a Certificate of doing business under
the name Smith & Wesson(R) Recoil Pad Company. Safari Enterprises, Inc.,
assigned its exclusive recoil pad License to Smith & Wesson(R) Recoil PaD
Company. On August 2, the Company organized Safari Target Corporation, a New
York Corporation. On August 20, 1999, Safari Target Corporation filed a
Certificate of doing business as Smith & Wesson(R) Target Company. SafarI
Enterprises, Inc., assigned its target license to Smith & Wesson Target(R)
Company.



                                     - 13 -


<PAGE>



                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



NOTE  11  -  GOING CONCERN
The Company has experienced operating loss since inception and has a retained
deficit as of June 30, 2000 of $1,801,988. Approximately $1,155,000 of the
losses occurred prior to 1997, and are a direct result of discontinued
operations. Additional losses of approximately $275,000 were incurred during the
development stage in the production of and recycling of single use cameras.

During the fiscal year ending December 31, 2000, the Company expects that based
on shipments for the six months, January through June 2000, and firm orders
in-house that revenue will increase by approximately 50%. The Company has added
a night shift to meet the demand. In 1999, the Company could not produce enough
product to meet demand and had to turn away orders. The Company believes that
improved efficiency, which was observed during the second half of fiscal 1999,
will result in a significant increase in gross profit on each unit sold and that
a break-even point could be reached in fiscal 2000.

As of June 30, 2000, the Company had current assets of $292,392 and total
current liabilities of $606,260. Even if the Company is capable of generating a
profit in fiscal 2000, the Company may be required to raise additional equity to
reduce outstanding liabilities, to finance expansion, and the introduction of
new product lines.


NOTE  12  -  SUPPLEMENTAL DISCLOSURES TO CASH FLOW STATEMENT

<TABLE>
<CAPTION>
                                               2000              1999
                                          -----------       -----------
<S>                                       <C>               <C>
      Cash Paid During the Period For:
         Interest                         $   8,255         $   5,787
         Income Taxes                     $     -           $     -
</TABLE>









                                     - 14 -

<PAGE>



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

RESULTS OF OPERATIONS
Revenue for the six months ended June 30, 2000 were $493,056 an increase of
$306,114 or 163% over the six months ended June 30, 1999. The increase was
entirely due to the increases in sales of recycled single use disposable
cameras.

Cost of sales for the six months ended June 30, 2000 was $392,461 an increase of
$217,762 or 124% over the six months ended June 30, 1999. The cost of sales for
the six months ended June 30, 2000 includes a write-off of approximately $24,000
in target inventory due to an improvement in the materials used to produce the
targets. Without the write-off, the cost of sales for the six months ended June
30, 2000 would have been 74.7% of revenue compared to 93.5% for the six months
ended June 30, 1999. For the three months ended June 30, 2000 the cost of sales
excluding the write-offs was 78.9% which was higher than 68.8% the three months
ended March 31, 2000. Factors which increased these costs included the training
of new employees and improving the layout of the factory. The cost of sales as a
percentage of revenue will decrease during the next six months due to a more
experienced workforce, a more efficient factory layout, and new equipment which
will reduce the labor costs in the manufacturing process.

Operating expenses for the six months ended June 30, 2000 were $121,681 an
increase of $6,673 over the six months ended June 30,1999. Selling expenses for
the six months ended June 30, 2000 decrease by $169,964 from the six months
ended June 30, 1999. The major changes in selling expenses were a decrease of
$9,700 in advertising and $6,200 in telemarketing. General and administrative
expenses for the six months ended June 30, 2000 were $108,397 an increase of
$24,177 over the six months ended June 30, 1999. The major changes in operating
expenses was an increase of $16,000 in professional fees related to legal
proceedings and the Company's filing to become a reporting company, new
equipment rentals $4,000 and increases in insurance costs $4,000.

LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company has $299,392 in current assets and $606,260 in
current liabilities. Approximately $265,000 of the current assets and $379,300
of the current liabilities are those of the Company's four wholly owned
operating subsidiaries. The remainder are current liabilities of Safari
Enterprises, Inc., Safari Boat Company, Inc., and Safari Lure Company, Inc. The
sole asset of Safari Enterprises, Inc., is the property located at 64 Edson
Street, Amsterdam, New York. This asset will have a book value of approximately
$166,163. Of the current liabilities, approximately $180,822 are liabilities of
Safari Enterprises, Inc. About $74,832 of said current liabilities may be
secured by the property located at 64 Edson Street, Amsterdam, New York. The
balance of the current liabilities owed by Safari Enterprises, Inc., are
unsecured and, in the opinion of the Company, uncollectable from the Company or
from Safari Enterprises, Inc. The Company is investigating obtaining a capital
investment or long term loan of approximately $114,399, that being the
difference between the current liabilities of the four operating wholly owned
subsidiaries and their current assets. However, there is no assurance that the
Company can obtain the required capital investment or long term loan, or if it
can obtain such a capital investment or long term loan, that it will be on terms
favorable to the Company. Should the Company be unable to secure the capital
investment or long term loan, the Company may have to discontinue its
operations.

                                     - 15 -

<PAGE>


                             SAFARI ASSOCIATES, INC.


                           PART II - OTHER INFORMATION


      ITEM   1    LEGAL PROCEEDINGS
                  On April 8, 1998, the Amsterdam Industrial Development Agency,
                  Plaintiff, commenced legal action against Safari Enterprises,
                  Inc., Defendant in a lease between Plaintiff as landlord and
                  Defendant as tenant. A motion for summary judgment in favor of
                  the Plaintiff was granted on September 23, 1999. The Defendant
                  has filed an appeal..

                  In June, 2000 Safari Enterprises, Inc. filed for protection
                  pursuant to Chapter 11 of the federal bankruptcy law. The
                  filing was made in the U.S. Bankruptcy Court, Northern
                  District of New York. The final resolution of the disputed
                  litigation and outcome of the bankruptcy proceedings cannot be
                  determined at this time.


      ITEM   2    CHANGES IN SECURITIES AND USE OF PROCEEDS
                  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)   EXHIBITS
                  None.

            (b)   REPORTS ON FORM 8-K
                  None.



                                     - 16 -


<PAGE>





                                   SIGNATURES




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




                                                SAFARI  ASSOCIATES,  INC.






                                                ------------------------------
                                                      Morton Berger
                                                      Chairman and CEO














Dated: August  7, 2000







                                     - 17 -