**U.
      S. SECURITIES AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-QSB/A**




Amendment
      No. 1




**[X]
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE**




**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      quarterly period ended March 31, 2006




Commissions
      file number 0 - 30215





**SAFARI
      ASSOCIATES, INC.**


(Exact
        Name of Small Business Issuer as Specified in Its Charter)


Name
      of
      small business issuer in its charter





Utah  87-9369569


State
      or
      other jurisdiction of incorporation or   (I.R.S. Employer
      Identification No.)


Organization





12753
      Mulholland Drive, Beverly Hills, Ca  90210


(Address
      of principal executive
      offices)               
Zip





Issuer’s
      telephone number ( 310)
      733-8079









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
      March 31, 2006, 1,505,034 shares of common stock were outstanding.






***Page
          - 1***


**SAFARI
      ASSOCIATES, INC.**


**FORM
      10-QSB**


**QUARTER
      ENDED MARCH 31, 2006**






TABLE
              OF CONTENTSPAGEPART
              I - FINANCIAL INFORMATIONItem
              1 - Financial Statements-
                Consolidated Balance Sheet as of March 31, 2006
            3-
                Consolidated Statements of Income for the three months ended March
                31,
                2006 and 2005
            4-
                Consolidated Statements of Cash Flows for the three months ended
                March 31,
                2006 and 2005
            5-
                Notes to Consolidated Financial Statements.
            6-9Item
              2 - Management's Discussion and Analysis Or Plan of Operations.
            10-11PART
              II - OTHER INFORMATIONItem
              1 - Legal Proceedings.
            11Item
              2 - Changes in Securities and Use of Proceeds.
            11Item
              3 - Default upon Senior Securities.
            11Item
              4 - Submission of Matters to a Vote of Security Holders.
            11Item
              5 - Other Information.
            11Item
              6 - Exhibits and Reports on Form 8-K.
            11-12SIGNATURES
            12







***Page
          - 2***


**PART
      I - FINANCIAL INFORMATION**









**SAFARI
      ASSOCIATES, INC.**


(A
      DEVELOPMENT STAGE COMPANY)




**CONSOLIDATED
      BALANCE SHEET**


MARCH
      31,
      2006












2006(UNAUDITED)**ASSETS**CURRENT
              ASSETS:Cash
            
            $
            7,539Total
                Assets
            
            $
            7,539**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)**Current
              Liabilities:Notes
              Payable
            
            $
            15,000Accounts
              Payable
            
            
            318,282Payroll
              and Other Taxes Payable
            
            
            27,772Accrued
              Expenses
            
            
            550,819Loan
              Stockholders
            
            
            262,329Convertible
              Notes Payable
            
            
            505,500Total
                Current Liabilities
            
            
            1,679,702Commitments
              and ContingenciesSTOCKHOLDERS'
              (DEFICIT):Common
              Stock, par value $.001 authorized100,000,000
                shares, issued andoutstanding
                1,505,034 shares
            
            
            1,505Additional
              Paid-in Capital
            
            
            1,982,454Deficit
              Accumulated During Development Stage
            
            
            (674,731
            )Retained
              (Deficit)
            
            
            (2,981,391
            )Total
                Stockholders' (Deficit)
            
            
            (1,672,163
            )Total
                Liabilities and Stockholders' (Deficit)
            
            $
            7,539







***Page
          - 3***


**SAFARI
      ASSOCIATES, INC.**


(A
      DEVELOPMENT STAGE COMPANY)




**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**


**AND
      FOR THE PERIOD JANUARY 1, 2003 TO MARCH 31, 2006**








CUMULATIVELOSS
                DURINGDEVELOPMENTSTAGE
            
            
            2006
            
            
            2005(UNAUDITED)
            
            
            (UNAUDITED)
            
            
            (UNAUDITED)OPERATING
              EXPENSES:General
              and Administrative Expenses
            
            $
            357,131
            
            $
            13,000
            
            $
            25,415Research
              and Development Costs
            
            
            147,142
            
            
            7,178
            
            
            13,950Total
                Operating Expenses
            
            
            504,273
            
            
            20,178
            
            
            39,365Net
              (Loss) from Operations
            
            
            (504,273
            )
            
            (20,178
            )
            
            (39,365
            )Interest
              Expense
            
            
            140,825
            
            
            10,435
            
            
            10,435Loss
              from Continuing Operations
            
            
            (645,098
            )
            
            (30,613
            )
            
            (49,800
            )Loss
              from Discontinued Operations
            
            
            (29,633
            )
            
            -
            
            
            -Net
              (Loss)
            
            $
            (674,731
            )
            $
            (30,613
            )
            $
            (52,031
            )Net
              (Loss) Per Common Share
            
            
            
            
            $
            (.02
            )
            $
            (.03
            )Weighted
              Average Shares Outstanding
            
            
            
            
            
            1,505,034
            
            
            1,484,978







***Page
          - 4***




**SAFARI
      ASSOCIATES, INC.**


(A
      DEVELOPMENT STAGE COMPANY)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005**


**AND
      FOR THE PERIOD JANUARY 1, 2003 TO MARCH 31, 2006**


(PERIOD
      OF DEVELOPMENT STAGE)




CUMULATIVELOSS
                DURINGDEVELOPMENTSTAGE
            
            2006
            
            2005(UNAUDITED)
            
            (UNAUDITED)
            
            (UNAUDITED)CASH
              FLOWS FROM OPERATING ACTIVITIES:Net
              Income (Loss)
            $
            (675,731
            )
            $
            (30,613
            )
            $
            (52,031
            )Adjustment
              to Reconcile Net Income (Loss)to
                net cash used in operating activities:Depreciation
            
            3,365
            
            
            
            
            
            568Loss
                on disposition of property and equipment
            
            
            
            
            
            
            
            2,229Services
                provided for common stock
            
            15,021Changes
              in Operating Assets & Liabilities:Prepaid
              Expenses and Other Assets
            
            64,214
            
            
            -
            
            
            3,950Accounts
              Payable
            
            42,088
            
            
            5,986
            
            
            11,510Payroll
              and Other Taxes Payable
            
            1,300Accrued
              Expenses
            
            345,625
            
            
            18,435
            
            
            25,335Net
                Cash Used in Operating Activities
            
            (203,118
            )
            
            (6,192
            )
            
            (8,439
            )CASH
              FLOWS FROM FINANCING ACTIVITIES:Issuance
              of Common Stock
            
            24,500Loans
              from Stockholders
            
            166,189
            
            
            6,217
            
            
            12,000Net
                Cash Provided by Financing Activities
            
            190,689
            
            
            6,217
            
            
            12,000Net
                Increase (Decrease) in Cash
            
            (12,429
            )
            
            25
            
            
            3,561Cash
              - Beginning of Period
            
            19,968
            
            
            7,514
            
            
            2,668Cash
              - End of Period
            $
            7,539
            
            $
            7,539
            
            $
            6,229







***Page
          - 5***


**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** )


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




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 Safari Associates, Inc. and subsidiaries (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 10KSB containing the Company's audited financial statements
      as of
      and for the year ended December 31, 2005 filed with the Securities and Exchange
      Commission. The results of operations for the three months ended March 31,
      2006
      are not necessarily indicative of results to be expected for the entire fiscal
      year ending December 31, 2006.





**Note
      1 - Description of Business**








Safari
      Associates, Inc. (the “Company”), a Utah Corporation was incorporated on July
      30, 1980. The Company has eight wholly owned subsidiaries; Safari Group Safety
      Products, Inc., Safari Camera Corporation, Photography For Evidence, Inc.,
      Impact Dampening Technology, Inc., Safari Target Corporation, Shoothru, Inc.,
      Safari Boat Company, and Safari Lure Company. All the subsidiaries are
      inactive.





During
      late fiscal 2003 and into fiscal 2004, the Company decided to change its
      strategy from the manufacture and distribution of disposable cameras, recoil
      pads and self sealing targets to concentrate on research and development of
      fire
      safety equipment. Due to this change in strategy, the Company now considers
      itself a Development Stage Company.





**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. All material intercompany
      transactions and balances have been eliminated in consolidation.





**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**


The
      Company follows Statement of Financial Accounting Standard No. 144, Impairment
      of Long-lived Assets, by reviewing such assets for impairment annually or
      whenever events or changes in circumstances indicate that the carrying amount
      may not be recoverable.





**INCOME
      TAXES**


The
      Company records deferred income taxes using the asset and liability method.
      Under this 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.





**ESTIMATES
      AND ASSUMPTIONS**


Preparing
      financial statements in conformity with generally accepted accounting principles
      requires management to make estimates and assumptions that affect the reported
      amounts of assets, liabilities, revenue, and expenses at the balance sheet
      date
      and for the periods then ended. Actual results could differ from these
      estimates.







***Page
          - 6***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** )


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      3 - Development Stage Operations**





During
      2003, the Company changed its strategy from a manufacturing company to a
      research and development company devoting its resources to the development
      of
      two new products for fire safety. All prior manufacturing operations had ceased
      by the end of fiscal 2004.





**Note
      4 - Income Taxes**





There
      is
      no provision for federal or state income taxes for the years ended March 31,
      2006 and 2005 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 March 31, 2006 and
      2005 consist of the following:






2006
            
            
            2005Net
              Operating Loss Carryforward
            
            $
            1,257,000
            
            $
            1,180,000Property
              and Equipment
            
            
            -
            
            
            (2,500
            )1,257,500
            
            
            1,177,500Valuation
              Allowance
            
            
            (1,257,500
            )
            
            (1,177,500
            )$
            -0-
            
            $
            -
              0
              -





**Note
      5 - Notes Payable**





**Convertible
      Notes Payable**





On
      December 20, 2000, one of the creditors of the Company agreed to receive a
      note
      from the Company in the amount of $45,000 payable on December 19, 2002, together
      with interest thereon at the rate of 8% per annum. Commencing one year from
      the
      date of the note, the creditor may convert any portion of the note into
      restricted share of common stock in the Company at a conversion rate of $.15
      per
      share. The note has been extended on a month-to-month basis by mutual consent
      of
      the parties.




On
      August
      9, 2001, the Company and three shareholders agreed to convert a total of
      $460,500 of accrued expenses, deferred compensation, and loan payable
      stockholder into convertible notes. The convertible notes were for a two year
      period with interest at the rate of 8% per annum, payable quarterly commencing
      December 1, 2001 until they mature on August 9, 2003. The notes are convertible
      into restricted shares of common stock at a conversion rate of $.25 per share.
      The notes have been extended on a month to month basis by mutual consent of
      the
      parties.





**Notes
      Payable**


The
      Company borrowed a total of $15,000 from two individual investors. The notes
      were for a term of four months with interest to be accrued at the rate of 8%
      and
      9% per annum. The notes have been extended on a month-to-month basis by mutual
      consent of the parties.








**Note
      6- Loan Stockholders**


During
      the year ended December 31, 2005, Mrs. Berger, a major stockholder of the
      Company, was repaid $7,475 which reduced the Company obligation
      to$103,237.





During
      the year ended December 31, 2005, Mr. Henry Steeneck, a stockholder of the
      Company, loaned the Company $1,192 for a total of $146,592.





During
      the three months March 31, 2006 Mr Zirk Englebrecht, President of the Company,
      loaned the Company $12,500.





All
      loans
      from the stockholders and officer have been used to provide the Company with
      working capital and are non interest bearing and payable on demand.





***Page
          - 7***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** ) ****


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      7-COMMITMENTS & CONTINGENCIES**





**PRODUCT
      LIABILITY**





Certain
      of the Company's proposed products will be in the safety field where the Company
      could be subject to claims from injuries resulting from use of the Company's
      products. Recent developments in the insurance industry have reduced the
      availability and increased the cost of liability insurance coverage. At present,
      the Company is self-insured for product liability claims.








**NOTE
      8 - GOING CONCERN**


As
      of
      March 31, 2006, the Company had a working capital deficit of $1,672,163 and
      a
      stockholder's deficit of $1,672,163. In addition, the Company has no significant
      operations to sustain themselves. The Company has changed strategy from a
      manufacturing and sales operation to perform research and development on
      products that have a patent and other products which may be patentable. The
      above facts and circumstances raise substantial doubt about the Company's
      ability to continue as a going concern.





The
      Company is currently exploring different methods of raising additional equity
      capital through private placements, loans from stockholders or by other means.
      There is no assurance that the Company will be successful in its efforts to
      raise additional capital. Even if the Company is successful in raising
      additional capital, there is no assurance that it will be sufficient for the
      Company to be able to continue as a going concern.





During
      the period ended March 31, 2006 the Company ceased all future research and
      development and decided to go in a new direction and is currently seeking a
      merger candidate. In addition for the period ended March 31, 2006 there was
      been
      a change in the Chairman of the Board of Directors and President of the Company.
      For the past few years such individuals have provided most of the working
      capital for the Company.





***Page
          - 8***


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




During
      late fiscal 2003 and into fiscal 2004, the Company decided to change its
      strategy from the manufacture of disposable cameras, recoil pads and targets
      to
      concentrate on research and development of other products to be used to increase
      safety in the event of hostile fires.




The
      Company was developing and testing two new safety devices intended to save
      lives
      in the event of hostile fire. One device is the Flame Tame(TM), a unit that
      automatically sprays a fire retardant material covering approximately 200 square
      feet when activated by heat in excess of 145 degrees Fahrenheit. The other
      is a
      portable descent device to enable individuals to escape if trapped at the upper
      floors of a burning building. On March 7, 2006, Mr. Morton Berger, President
      and
      Chairman of the Board of the Company, passed away after a long illness and
      Mr.
      Zirk Englebrecht was appointed as President of the Company. The Company has
      decided to go in a new direction and is currently seeking a merger
      candidate.




Operating
      expenses for the three months ended March 31, 2006 were $20,178 compared to
      $39,395 for the three months ended March 31, 2005. General and administrative
      expenses included $10,000 in legal expenses and $3,000 in accounting expenses.
      The expenses were incurred in the preparation of the quarterly form 10 Q and
      Forms 8K during the period. Research and development costs during the period
      were $7,178, a decrease of $6,772 from the three months ended March 31, 2005,
      and the Company has ceased all future research and development. The Company
      has
      eliminated all but necessary expenses which include legal and accounting for
      the
      filing of quarterly reports.





Interest
      expense for the three months ended March 31, 2006 and 2005 was
      $10,435.







**LIQUIDITY
      AND CAPITAL RESOURCES**




As
      of
      March 31, 2006, the current liabilities exceeded the current assets by
      $1,672,163. The Company has primarily relied on the proceeds of stockholders
      and
      officers' loans to fund operations.




The
      Company is currently exploring different methods of raising additional equity
      capital through a private placement or other means. There is no assurance that
      the Company will be successful in its efforts to raise additional equity
      capital. Even if the Company is successful in raising additional capital, there
      is no assurance that it will be sufficient for the Company to be able to
      continue as a going concern.




**Off
      Balance Sheet Arrangements**




The
      Company does not have any off balance sheet arrangements that are reasonably
      likely to have a current or future effect on its financial condition, revenues,
      and results of operations, liquidity or capital expenditures.





**ITEM
      3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**




None.







**PART
      II - OTHER INFORMATION**




**ITEM
      1 LEGAL PROCEEDING**




None




**ITEM
      2 CHANGES IN SECURITIES AND USE OF PROCEEDS**




None.




**ITEM
      3 DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4 SUBMISSIONS 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


31.1
      Certification by Zirk Englebrecht Cheif Executive Officer and Cheif
      Financial Officer pursuant to Section 302 of the Sarabanes-Oxley Act
      of 2002.




32.1
      Certification by Zirk Englebrecht  Cheif Executive Officer and Cheif
      Financial Officer pursuant to Section 906 of the Sarabanes-Oxley Act of
      2002.




(b)
      Reports on Form 8-K dated
      March 14,2006, April 7,2006, and May 10, 2006.





***Page
          - 9***








**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.**









Zirk
      Englebrecht Chairman and President




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





Date:
                May 22, 2006 By: /s/ Zirk Englebrecht
              Zirk
                Englebrecht
              Chief
                Executive Officer
              
              Date:
                May 22, 2006 By: /s/ Lillian Berger
              Lillian
                Berger, Director








***Page
          - 10***




**Exhibit
      31.1**




**CERTIFICATION
      PURSUANT TO RULE 13A-14 AND 15D-14**




**UNDER
      THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**




I,
      Zirk
      Englebrecht, President of Safari Associates, Inc., certify that:




I
      have
      reviewed this quarterly report on Form 10 QSB of Safari Associates
      Inc.;




Based
      on
      my knowledge, this quarterly report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this quarterly
      report;




Based
      on
      my knowledge, the financial statements, and other financial information included
      in this quarterly report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Registrant as of, and
      for, the periods presented in this quarterly report;




The
      registrant's other certifying officer and I am responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-14 and 15d-14) for the Registrant and we have:




(a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the Registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this annual report is being prepared;




(b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures of a date within 45 days of the filing date of this quarterly report
      (the "Evaluation ate"); and




(c)
      presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation of the Evaluation
      Date;




The
      registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      the
      registrant's board of directors (or persons performing the equivalent
      function):




all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant's ability to record, process summarize
      and
      report financial data and have identified for the registrant's auditors any
      material weaknesses in internal controls; and




(a)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls; and




The
      registrant's other certifying officer and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.




Dated:
                May 22,
                2006            By:/s/
                Zirk Engelbrecht
                Zirk
                  Engelbrecht
                Chief
                  Financial Officer & Chief Executive Officer





***Page
          - 11***




**EXHIBIT
      32.1**




**CERTIFICATION
      PURSUANT TO**




**18
      U.S.C. SECTION 1350,**




**AS
      ADOPTED PURSUANT TO**




SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002




In
      connection with the quarterly report of Safari Associates Inc. (the "Company")
      on Form 10-QSB for the period ended March 31, 2006 as filed with the Securities
      and Exchange Commission (The “Report), each of the undersigned, in the
      capacities and on the dates indicated below, hereby certify, pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
      Act of 2002, that:




(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities and Exchange Act of 1934; and




(2)
      The
      information contained in the Report fairly presents, in all material respects,
      the financial condition and result of operations of the Company.




A
      signed
      original of this written statement required by Section 906 has been provided
      to
      Safari Associates Inc. and will be retained by Safari Associates Inc. and
      furnished to the Securities and Exchange Commission or its staff upon
      request.





Dated:
                May 22,
                2006            By:/s/
                Zirk Engelbrecht
                Zirk
                  Engelbrecht
                Chief
                  Financial Officer & Chief Executive Officer








***Page
          - 12***