<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 March 31, 2001.

                        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 May 15, 2001, 8,223,770 shares of common stock were outstanding.


                                     - 1 -
<PAGE>

                             SAFARI ASSOCIATES, INC.

                                   FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2001

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

PART  I  -  FINANCIAL INFORMATION

         Item 1   -  Financial Statements

                  -  Consolidated Balance Sheet as of March 31, 2001      3 - 4

                  -  Consolidated Statement of Income for the
                      three months ended March 31, 2001 and 2000            5

                  -  Consolidated Statement of Cash Flows for the three
                      months ended March 31,2001 and 2000                   6

                  -  Notes to Consolidated Financial Statements.         7 - 13

         Item 2  -  Management's Discussion and Analysis
                      Or Plan of Operations.                               14

  PART  II  -  OTHER INFORMATION

         Item 1  -  Legal Proceedings.                                     15

         Item 2  -  Changes in Securities and Use of Proceeds.             15

         Item 3  -  Default upon Senior Securities.                        15

         Item 4  -  Submission of Matters to a Vote of Security Holders.   15

         Item 5  -  Other Information.                                     15

         Item 6  -  Exhibits and Reports on Form 8-K.                      15

SIGNATURES                                                                 16


                                     - 2 -
<PAGE>

                         PART I - FINANCIAL INFORMATION

                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          2001
                                                                        --------
                                                                       (UNAUDITED)
<S>                                                                     <C>
CURRENT ASSETS:
Cash                                                                    $  3,691
Accounts Receivable - Net of
   Allowance of $24,000                                                   23,679
Inventory                                                                 67,396
Prepaid Expenses                                                         141,745
                                                                        --------

         Total Current Assets                                            236,511
                                                                        --------

PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of $53,112                               181,952
                                                                        --------

OTHER ASSETS:
Goodwill - Net of Amortization of $5,928                                  21,427
Other Assets                                                               2,150
                                                                        --------

         Total Other Assets                                               23,577
                                                                        --------

         Total Assets                                                   $442,040
                                                                        ========
</TABLE>


                                     - 3 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

<TABLE>
<CAPTION>
                                                                        2001
                                                                    -----------
                                                                    (UNAUDITED)
<S>                                                                 <C>
CURRENT LIABILITIES:

Notes payable                                                       $    40,000
Convertible Notes Payable                                                15,000
Mortgage Payable-Current portion                                          5,320
Accounts Payable                                                        442,725
Payroll and Other Taxes Payable                                          29,458
Accrued Expenses                                                         75,304
                                                                    -----------

         Total Current Liabilities                                      607,807
                                                                    -----------

OTHER LIABILITIES:

Deferred Compensation                                                   337,550
Loan Stockholder                                                         15,442
Convertible Notes Payable                                                45,000
Mortgage Payable-Net of current portion                                  89,680
                                                                    -----------

         Total Other Liabilities                                        487,672
                                                                    -----------

         Total Liabilities                                            1,095,479
                                                                    -----------

Commitments and Contingencies - Note 11

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                                            1,368,738
Retained (Deficit)                                                   (2,030,401)
                                                                    -----------

         Total Stockholders' (Deficit)                                 (653,439)
                                                                    -----------

         Total Liabilities and Stockholders'  (Deficit)             $   442,040
                                                                    ===========
</TABLE>


                                     - 4 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                        2001           2000
                                                     -----------    -----------
                                                     (UNAUDITED)    (UNAUDITED)
<S>                                                  <C>            <C>
Revenue                                              $    91,000    $   203,798
                                                     -----------    -----------
Cost of Sales                                            106,544        140,232
                                                     -----------    -----------
Gross Profit                                             (15,544)        63,566
                                                     -----------    -----------


OPERATING EXPENSES:

Selling Expenses                                           7,683          8,370
General and Administrative Expenses                       59,654         57,687
Research and Development Costs                             2,382           --
                                                     -----------    -----------

         Total Operating Expenses                         69,719         66,057
                                                     -----------    -----------

Net (Loss) from Operations                               (85,263)        (2,491)
Interest Expense                                           8,858          6,999
                                                     -----------    -----------
Net (Loss) before Provision
   For Income Taxes                                      (94,121)        (9,490)
Provision for Income Taxes                                  --             --
                                                     -----------    -----------

         Net (Loss)                                  $   (94,121)   $    (9,490)
                                                     ===========    ===========

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


Weighted Average Shares Outstanding                    8,223,770      7,957,103
                                                     ===========    ===========
</TABLE>


                                     - 5 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                            2001         2000
                                                          --------     --------
                                                         (UNAUDITED)  (UNAUDITED)
<S>                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                         $(94,121)    $ (9,490)
Adjustment to Reconcile Net Income (Loss)
   To Net Cash Used in Operating Activities:
      Depreciation and Amortization                          3,194        2,421
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                      14,723      (23,502)
   Inventory                                                 4,545       (6,783)
   Prepaid Expenses and Other Assets                       (39,757)     (23,213)
Accounts Payable                                            45,290      (31,470)
Accrued Expenses                                            11,250        9,357
Deferred Compensation                                       13,000       13,000
                                                          --------     --------

         Net Cash Used in Operating Activities             (41,876)     (69,680)
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, Plant and Equipment                                 --         (1,675)
                                                          --------     --------

         Net Cash Used in Investing Activities                --         (1,675)
                                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock                                      --         12,500
Loans Stockholder                                           15,442          652
Notes Payable                                                 --         25,000
                                                          --------     --------

         Net Cash Provided by Financing Activities          15,442       38,152
                                                          --------     --------

Net Increase (Decrease) in Cash                            (26,434)     (33,203)

Cash - Beginning of Period                                  30,125       59,837
                                                          --------     --------

Cash - End of Period                                      $  3,691     $ 26,634
                                                          ========     ========
</TABLE>


                                     - 6 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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 10KSB containing the Company's audited financial statements as of
and for the year ended December 31, 2000 filed with the Securities and Exchange
Commission.

The results of operations for the three months ended March 31, 2001 are not
necessarily indicative of results to be expected for the entire fiscal year
ending December 31, 2001.

NOTE 1 - DESCRIPTION OF BUSINESS

Safari Associates, Inc. (the "Company"), 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.


                                     - 7 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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 includes 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 compulation since they would be antidilutive.


                                     - 8 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 3 - 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 March 31, 2001, the Company owes Mr. Berger
$337,550.

NOTE 4 - INCOME TAXES

There is no provision for federal or state income taxes for the periods ended
March 31, 2001 and 2000 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, 2001 consists of the following:

<TABLE>
<CAPTION>
                                                         2001             2000
                                                       --------         --------
<S>                                                    <C>              <C>
         Allowance for doubtful accounts               $  9,600         $  9,600
         Net Operating Loss Carryforward                721,000          617,000
         Property and Equipment                           8,000            8,000
                                                       --------         --------
                                                        741,600          634,600
         Valuation Allowance                            741,600          634,600
                                                       --------         --------
                                                       $   --            $ - 0 -
                                                       ========         ========
</TABLE>

As of December 31, 2000, the Company has net unused operating loss carryforwards
of approximately $1,709,100, which expire in various years from 2000 through
2015.

NOTE 5 - 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. One convertible note for $15,000
was not converted.


                                     - 9 -
<PAGE>

                              SAFARI ASSOCIATES,INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31,2001

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.

NOTES PAYABLE

In January, 2000, the Company borrowed a total of $25,000 from two individual
investors. The notes were 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. In November, 2000, the Company borrowed a total of $15,000 from three
individual investors. The term of the notes are on a month to month basis with
interest accrued at the rate of 10% per annum.

NOTE 6 - LOAN STOCKHOLDER

On February 27, 2001, Mrs. Lillian Berger, the majority stockholder and
Secretary/Director of the Company, $15,442.

NOTE 7 - MORTGAGE PAYABLE

On October 26, 2000, Safari Associates, Inc. acquired the premises at 64 Edson
Street in a foreclosure sale. At closing, the Company mortgaged the premises for
$95,000.The term of the mortgage is for a period of ten years with interest
computed at 10% per annum from the 1st day of January 2001. Monthly installments
of $1,255.43 including principal and interest, will commence on February
1,2001, with the final payment due on the 1st day of January 2011.

NOTE 8 - 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.


                                     - 10 -
<PAGE>

                             SAFARI ASSOCIATES,INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2001

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. The Defendant filed a
timely Notice of Appeal.

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. The
Company made a down payment of $9,200. An additional payment of $15,000 was made
on November 14, 2000. The balance was paid at closing on December 22, 2000. The
proceeds from this foreclosure sale are being held by a referee appointed in the
case of AIDA vs. Safari Enterprises, Inc.

By decision made and entered January 18, 2001, the Supreme Court, Appellate
Division, Third Department, reversed the judgement of the lower court pursuant
to which the property was sold at public foreclosure sale. It was the opinion of
the Appellate Court that the lower court erred in granting the Plaintiff's
motion for summary judgement. AIDA has not appealed the decision of the
Appellate Division. The case instituted by AIDA against Safari Enterprises,
Inc., is still pending, but the Company, Safari Associates, Inc., now has title
to the premises at 64 Edson Street, Amsterdam, New York.

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

In January, 2001, the Chapter 11 bankruptcy was converted to a Chapter 7
bankruptcy proceeding which is still pending. All claims and judgements against
Safari Enterprises, Inc., have been included in the Financial Statements as
accounts payable subject to Chapter 7 bankruptcy proceedings.

There are various judgments and claims against Enterprises, Lure and Boat
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


                                     - 11 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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. 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.

The original license which expired on January 30, 2001 has been extended for an
additional three years and the minimum annual royalty for all three licenses is
$10,000 per year.

NOTE 9 - GOING CONCERN

The Company has experienced operating loss since inception and has a retained
deficit as of March 31, 2001 of $2,030,401. Approximately $1,155,000 of the
losses occurred prior to 1997, and is 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.
Additional research and development has gone into the design and production of a
line of self sealing reactive targets and recoil pads


                                     - 12 -
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

During the first three months of the current fiscal year, the primary distrbutor
for the Company's single use recycled cameras switched to another manufacturer.
This forced the Company to eliminate the distributor and approach the customers
directly which has been met with a very encouraging response from those
customers. In April, the Company received new equipment that had previously been
on order which has improved the efficiency in the production of recycled cameras
and has reduced the number of defects in one step of the production process from
approximately 20% to less than 5%. The equipment also reduces the labor cost in
this step by approximately 70%. The Company believes that by selling directly to
the retailer and the improved efficiency in the production cycle of the single
use recycled camera that it will reduce the number of units to break even. At
this point the Company doesn't know if it will receive sufficient orders to
become profitable in fiscal 2001.

Even if the Company is capable of generating a profit in fiscal 2001, the
Company may be required to raise additional equity to reduce outstanding
liabilities, finance expansion, and introduce new product lines.

Note 10 - SUPPLEMENTAL DISCLOSURES TO CASH FLOW STATEMENT

<TABLE>
<CAPTION>
                                                           2001           2000
<S>                                                     <C>               <C>
         Cash Paid During the Period For:
            Interest                                    $   3,858         $4,019
            Income Taxes                                $    --           $ --
</TABLE>


                                     - 13 -
<PAGE>

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

RESULTS OF OPERATIONS

Revenue for the three months ended March 31, 2001 decreased by $112,798 or
approximately 55% compared the three months ended March 31, 2000. The decrease
was entirely due to decreases in the shipment of recycled single use disposable
cameras. During the three month ended March 31,2001, the primary distributor of
the Company's recycled cameras switched to another manufacturer of recycled
cameras. In May, the Company became aware of this change and contacted most of
the customers which had previously purchased cameras through this distributor.
The response from those customers has been very encouraging and the Company has
already received orders from customers which they had been told had rejected
cameras or had been told that they had gone to another distributor. The Company
believes that they will be able to recoup many of the sales that they lost in
the first three months of the fiscal year.

Cost of sales for the three months ended March 31, 2001 was 117.1% of revenue
compared to 68.8% for the three months ended March 31, 2000. The deterioration
in the cost of sales as a percentage of gross revenues was directly related to
the return of rejected product by the Company's former distributor. The Company
incurred additional cost on labor, packaging and freight. on each one of the
returned cameras in that they had to be repackaged for a new customer. In
addition to the costs described above, the cost of labor increased on a unit
basis due to the decrease in volume of units sold. In April, 2001, the Company
has received new equipment which has allowed it to improve efficiency and reduce
the number of defects. The cost of sales as a percentage of revenue should
improve dramatically over the remaining months of the current fiscal year.

Operating Expenses for the three months ended March 31, 2001 were $69,057, an
increase of $3,662 over the three months ended March 31, 2000. The increase was
primarily due to research and development cost related to the material used in
the production of recoil pads. Interest expense for the three months ended
March 31, 2001 was $8,858 an increase of $1,859, over the three months ended
March 31, 2000. The increase is a result of additional notes payable and
increased finance charges on credit card balances.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2001, the Company has $236,511 in current assets and $606,807 in
current liabilities. All of the current assets totaling $236,511 and $427,674 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. from the Company or
from Safari Enterprises, Inc. The Company is investigating obtaining a capital
investment or long term loan of approximately $200,000, 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.


                                     - 14 -
<PAGE>

                             SAFARI ASSOCIATES, INC.

                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

                  On April 8, 1998, the Amsterdam Industrial Development Agency,
                  (AIDA) 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. On January 18, 2001 the Supreme Court, Appellate
                  Division, reversed the lower court decision and the action is
                  still pending. In January, 2001 the Chapter 11 bankruptcy
                  proceedings of Safari Enterprise, Inc., was converted to a
                  Chapter 7 bankruptcy.

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.


                                     - 15 -
<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: MAY 29, 2001


                                     - 16 -