<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 September 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 November 15, 2000, 8,223,770 shares of common stock were outstanding.



                                      - 1 -
<PAGE>



                             SAFARI ASSOCIATES, INC.

                                   FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2000


                                TABLE OF CONTENTS

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

      Item 1  -  Financial Statements

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

              -  Consolidated Statement of Income for the nine
                  months ended September 30, 2000.                           5

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

              -  Consolidated Statement of Cash Flows for the
                  nine months ended September 30, 2000.                      7

              -  Notes to Consolidated Financial Statements.               8 - 15

      Item 2  -  Management's Discussion and Analysis
                  or Plan of Operations.                                  16 - 17

PART  II  -  OTHER INFORMATION

      Item 1  -  Legal Proceedings.                                         18

      Item 2  -  Changes in Securities and Use of Proceeds.                 18

      Item 3  -  Default upon Senior Securities                             18

      Item 4  -  Submission of Matters to a Vote of Security Holders.       18

      Item 5  -  Other Information.                                         18

      Item 6  -  Exhibits and Reports on Form 8-K.                          18

SIGNATURES                                                                  19
</TABLE>

                                        -2-

<PAGE>

                         PART I - FINANCIAL INFORMATION



                             SAFARI ASSOCIATES, INC.
                             -----------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                               SEPTEMBER 30, 2000
                               ------------------


<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                 2000
                                                            --------------
                                                              (UNAUDITED)
<S>                                                         <C>
CURRENT ASSETS:
---------------
Cash                                                        $       65,748
Accounts Receivable - Net of
   Allowance of $24,000                                             38,513
Inventory                                                          110,737
Prepaid Expenses                                                    72,565
                                                            --------------

      Total Current Assets                                         287,563
                                                            --------------

PROPERTY, PLANT AND EQUIPMENT:
------------------------------
Net of Accumulated Depreciation of $47,807                         187,257
                                                            --------------


OTHER ASSETS:
-------------
Goodwill - Net of Amortization of $5,016                            22,339
Deposits                                                             1,500
                                                            --------------

      Total Other Assets                                            23,839
                                                            --------------

      Total Assets                                          $      498,659
                                                            ==============
</TABLE>







                                      - 3 -


<PAGE>




                             SAFARI ASSOCIATES, INC.
                             -----------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                               SEPTEMBER 30, 2000
                               ------------------



<TABLE>
<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                     ---------------------------------------

                                                            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                                             362,460
Payroll and Other Taxes Payable                               29,058
Accrued Expenses                                             118,650
                                                         -----------

      Total Current Liabilities                              642,802
                                                         -----------
OTHER LIABILITIES:
------------------
Deferred Compensation                                        311,550
Loan Stockholder                                              58,310
                                                         -----------

      Total Other Liabilities                                369,860
                                                         -----------

      Total Liabilities                                    1,012,662
                                                         -----------
Commitments and Contingencies - Note 10

STOCKHOLDERS' (DEFICIT):
------------------------
Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   outstanding 8,223,770 shares                                8,224
Additional Paid-in Capital                                 1,368,739
Retained (Deficit)                                        (1,890,966)
                                                         -----------

      Total Stockholders' (Deficit)                         (514,003)
                                                         -----------

      Total Liabilities and Stockholders'  (Deficit)     $   498,659
                                                         ===========
</TABLE>



                                      - 4 -

<PAGE>


                             SAFARI ASSOCIATES, INC.
                             -----------------------
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
              -----------------------------------------------------




<TABLE>
<CAPTION>
                                            2000             1999
                                        -----------      -----------
                                        (UNAUDITED)      (UNAUDITED)
<S>                                     <C>              <C>
Revenue                                 $   653,356      $   289,700
                                        -----------      -----------
Cost of Sales                               564,889          258,764
                                        -----------      -----------
Gross Profit                                 88,457           30,936
                                        -----------      -----------

OPERATING EXPENSES:
-------------------
Selling Expenses                             18,382           34,993
General and Administrative Expenses         175,522          127,197
                                        -----------      -----------

      Total Operating Expenses              193,904          162,190
                                        -----------      -----------

Net (Loss) from Operations                 (105,447)        (131,254)
Interest (Expense)                          (16,510)         (15,436)
                                        -----------      -----------
Net (Loss) before Provision
   For Income Taxes                        (121,957)        (146,690)
Provision for Income Taxes                       --               --
                                        -----------      -----------

      Net (Loss)                        $  (121,957)     $  (146,690)
                                        ===========      ===========

(Loss) Per Share                        $      (.02)     $      (.02)
                                        ===========      ===========

Weighted Average Shares Outstanding       7,995,992        7,691,034
                                        ===========      ===========
</TABLE>



                                      - 5 -


<PAGE>


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




<TABLE>
<CAPTION>
                                            2000             1999
                                        -----------      -----------
                                        (UNAUDITED)      (UNAUDITED)
<S>                                     <C>              <C>
Revenue                                 $   160,290      $   102,758
                                        -----------      -----------
Cost of Sales                               172,428           84,065
                                        -----------      -----------
Gross Profit                                (12,138)          18,693
                                        -----------      -----------

OPERATING EXPENSES:
-------------------
Selling Expenses                              5,098            4,745
General and Administrative Expenses          67,125           42,437
                                        -----------      -----------

      Total Operating Expenses               72,223           47,182
                                        -----------      -----------

Net (Loss) from Operations                  (84,361)         (28,489)
Interest (Expense)                           (4,959)          (4,689)
                                        -----------      -----------
Net (Loss) before Provision
   For Income Taxes                         (89,320)         (33,178)
Provision for Income Taxes                       --               --
                                        -----------      -----------

      Net (Loss)                        $   (89,320)     $   (33,178)
                                        ===========      ===========

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

Weighted Average Shares Outstanding       8,057,103        7,719,700
                                        ===========      ===========
</TABLE>




                                      - 6 -



<PAGE>



                             SAFARI ASSOCIATES, INC.
                             -----------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
              -----------------------------------------------------


<TABLE>
<CAPTION>
                                                      2000           1999
                                                    ---------      ---------
                                                   (UNAUDITED)    (UNAUDITED)
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net Income (Loss)                                   $(121,957)     $(146,690)
Adjustment to Reconcile Net Income (Loss)
   To Net Cash Used in Operating Activities:
      Depreciation and Amortization                     9,661          8,466
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                 29,315        (15,187)
   Inventory                                          (33,612)       (11,008)
   Prepaid Expenses and Other Assets                   (9,063)         4,141
Accounts Payable                                       (2,820)        54,398
Accrued Expenses                                       26,816         48,610
Taxes Payable                                            (727)         4,692
Deferred Compensation                                  39,000         39,000
                                                    ---------      ---------

      Net Cash Used in Operating Activities           (63,387)       (13,578)
                                                    ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Property, Plant and Equipment                         (17,060)        (2,897)
                                                    ---------      ---------

      Net Cash Used in Investing Activities           (17,060)        (2,897)
                                                    ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Issuance of Common Stock                               62,500             --
Loans Stockholder                                      (1,142)         1,668
Notes Payable                                          25,000             --
                                                    ---------      ---------

      Net Cash Provided by Financing Activities        86,358          1,668
                                                    ---------      ---------

Net Increase (Decrease) in Cash                         5,911        (14,807)

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

Cash - End of Period                                $  65,748      $  33,787
                                                    =========      =========
</TABLE>


                                      - 7 -

<PAGE>


                             SAFARI ASSOCIATES, INC.
                             -----------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                               SEPTEMBER 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 are 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 nine months ended September 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. In 1999,
the Company incorporated Smith & Wesson(R) Target Company.


                                      - 8 -


<PAGE>


                             SAFARI ASSOCIATES, INC.
                             -----------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                               SEPTEMBER 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
                   ------------------------------------------
                               SEPTEMBER 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 10 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 September 30, 2000, the Company owes Mr. Berger
$311,550.


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 September 30, 2000 consists of the following:



                                     - 10 -

<PAGE>


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



NOTE 6 - INCOME TAXES (CONTINUED)
---------------------------------

<TABLE>
<CAPTION>
                                                        2000
                                                      --------
<S>                                                   <C>
      Allowance for doubtful accounts                 $  9,600
      Net Operating Loss Carryforward                  650,000
      Property and Equipment                             8,000
                                                      --------
                                                       667,600
      Valuation Allowance                              667,600
                                                      --------
                                                      $   -0-
                                                      ========
</TABLE>

As of September 30, 2000, the Company has net unused operating loss
carryforwards of approximately $1,665,000 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 $58,310.



                                     - 11 -

<PAGE>


                             SAFARI ASSOCIATES, INC.
                             -----------------------
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    ------------------------------------------
                               SEPTEMBER 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.

In September 2000, the Company issued 250,000 restricted shares of common stock
to an individual investor at a price of $.20 per share with the Company
receiving net proceeds of $50,000.


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.


                                     - 12 -


<PAGE>


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



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. (See Note 13 - Subsequent Events.)

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.




                                     - 13 -

<PAGE>


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


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.


NOTE 11 - GOING CONCERN
-----------------------
The Company has experienced operating loss since inception and has a retained
deficit as of September 30, 2000 of $1,890,966. 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 nine months, January through September 2000, and firm
orders in-house that revenue will increase by approximately 80%. 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 September 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                          $9,635     $7,977
           Income Taxes                      $   --     $   --
</TABLE>


                                     - 14 -


<PAGE>


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



NOTE 13 - SUBSEQUENT EVENTS
---------------------------
On October 26, 2000, the Company was the high bidder at a foreclosure sale for
the property located at 64 Edson Street, with a winning bid of $91,968.56. (See
Notes 3 and 10.) The Company made a down payment of $9,200.00. An additional
payment of $15,000 was made on November 14, 2000. The balance will be paid at
closing on or about December 26, 2000. The proceeds from this foreclosure sale
are being held by a referee appointed in the case of AIDA vs. Safari
Enterprises, Inc.

In September 2000, the Company was awarded a five-year contract by the United
States General Services Administration for three of Safari's exclusive Smith &
Wesson products.

In October 2000, the Company, through its wholly owned subsidiary, Smith &
Wesson Target Company, entered into a joint venture with Benchmark Printing,
Inc. to print and distribute a complete line of Smith & Wesson(R) paper targets.









                                     - 15 -

<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF
-----------------------------------------------------------------------------
OPERATIONS
----------
Revenue for the nine months ended September 30, 2000 was $653,346 compared to
$289,700 for the nine months ended September 30, 1999. This is an increase of
$363,646 or 125.5% over the nine months ended September 30, 1999. The increase
in sales was entirely due to the increase in the volume of recycled single use
disposable cameras. The Company has not raised the price of its products.

The cost of sales for the nine months ended September 30, 2000 was $564,889
compared to $258,889 for the nine months ended September 30, 1999. This is an
increase of $306,000 or 118.2% over the nine months ended September 30, 1999.
Included in the cost of sales for the nine months ended September 30, 2000 is a
write-off of approximately $24,000 in target inventory which was disposed of as
a result of an improvement in materials used to produce targets. An additional
$32,000 was written off as the Company disposed of camera shells and parts of
discontinued products and private line packaging materials no longer used. The
second shift was shut down for the entire month of September in which the
warehouse layout was redesigned, including building shelving for inventory,
laying out eight new workstations, and construction of a new office on the
second floor of the facility which will be used to service the contract awarded
by the United States General Services Administration. The estimated cost
incurred by the Company in labor and expenses, which were not capitalized, is
approximately $22,000. Without these non-recurring costs and expenses, cost of
sales would have been approximately $486,889 and the gross profit would have
been $166,457 or approximately 25% compared to approximately 11% in 1999. With
these improvements the Company expects that the gross profit as a percentage of
revenue will be in excess of 30%.

Operating expenses for the nine months ended September 30, 2000 were $193,904
compared to $162,190 for the nine months ended September 30, 1999, an increase
of $31,714. Selling expenses for the nine months ended September 30, 2000
decreased by $16,611 from the nine months ended September 30, 2000. The major
decreases in selling expenses were approximately $10,000 in advertising costs
and $6,5000 in telemarketing expenses. General and administrative expenses for
the nine months ended September 30, 2000 were $175,522 an increase of $48,325
over the nine months ended September 30, 1999. The major increase in operating
expenses was an increase in professional fees of approximately $24,000 related
to the Company's legal proceedings and expenses related to become a reporting
Company, new equipment rentals of $6,000, increase in insurance expense of
$6,000 and additional expenses of approximately $8,000 related to the facilities
at 64 Edson Street which were acquired in a foreclosure sale. (See Legal
proceedings and Note 10 and 13 for the Financial Statements.)

Revenue for the three months ended September 30, 2000 was $160,290 compared to
$102,758 for the three months ended September 30, 1999, an increase of $57,532
or 56%. The gross profit for the three months ended September 30, 2000 showed a
loss of $12,138 compared to a profit of $18,693 for the three months ended
September 30, 2000. Excluding write-offs and nonrecurring expenses of
approximately $54,000 the three months ended September 30, 2000 would have
recorded a gross profit of approximately $41,862 or 26%. Revenue for the three
months ended September 30, 2000 were lower than the quarterly revenue for the
three months ended March 31, 2000 and June 30, 2000 due to the seasonal nature
of camera sales.


                                     - 16 -

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of September 30, 2000, the Company has $287,563 in current assets and
$642,802 in current liabilities. Approximately $281,605 of the current assets
and $393,453 of the current liabilities are those of the Company's five 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
$162,785.

Of the current liabilities, approximately $180,822 are liabilities of Safari
Enterprises, Inc. About $74,832 of said current liabilities may be secured
(subject to the decision of the Appellate Court) 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
$135,000 that being the difference between the current liabilities of the five
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.














                                     - 17 -

<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.



                                     - 18 -

<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.





                                                  /s/ Morton Berger
                                                -----------------------------
                                                      Morton Berger
                                                      Chairman and CEO










Dated:  November 15, 2000
-------------------------




                                     - 19 -