<PAGE>
                                UNITED STATES
                            SECURITIES AND EXCHANGE
                                  COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                             AMENDMENT NO.1-10KSB/A

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

                 For the fiscal year ended December 31, 2001.

                        Commission file number 0-30215

                            Safari Associates, Inc.
                           -------------------------
                 Name of small business issuer in its charter

               Utah                              Fed ID 87-9369569
              ------                            -------------------
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or Organization)

          64 Edson Street, Amsterdam, New York                12010
         --------------------------------------              -------
        (Address of principal executive offices)              (Zip)

                   Issuer's telephone number (518) 842-6500

        Securities registered under Section 12(b) of the Exchange Act:
                                     None

        Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock, $.001 par value
                       -------------------------------
                               (Title of class)

     Indicate by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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 [  ]

     Indicate by check mark , if disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained herein and will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]


                                      1

<PAGE>

Revenue  for  the  fiscal  year  ended  December  31,  2001  is  $348,460
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  based  on  the  closing bid price of such stock as of  March 7, 2002
amounted  to  $1,125,005

The  number  of shares outstanding of each of the registrant's classes of common
stock  as  of  December  31,  2001  was  9,331,712  shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                  FORM 10-KSB
                      FISCAL YEAR ENDED DECEMBER 31, 2001
                   DOCUMENTS INCORPORATED BY REFERENCE

                               TABLE OF CONTENTS
                               -----------------

                                    Part I

                                                                          Page
                                                                          ----

Item 1.   Description of Business.                                          3

Item 2.   Description of Property.                                          6

Item 3.   Legal Proceedings.                                                7


Item 4.   Submission of Matters to Vote of Security Holders.                8

                                   Part II

Item 5.   Market for Common Equity and Related Stockholder Matters.         8

Item 6.   Management's Discussion and Analysis or Plan of Operation.        9

Item 7.   Financial Statements.                                            10

Item 8.   Changes in and Disagreements With Accountants Accounting
          And Financial Disclosure.                                        10

                                        2
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                                   Part III

Item 9.   Directors, Executive Officers, Promoters, and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.               11

Item 10.  Executive Compensation.                                          11

Item 11.  Security Ownership of Certain Beneficial Owners and Management.  11

Item 12.  Certain Relationships and Related Transactions.                  12

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K. 12

Signatures                                                                 13


                                     PART 1

ITEM 1.  DESCRIPTION  OF  BUSINESS

     Safari  Associates,  Inc.,  (the "Company") is the successor corporation of
Mag  Enterprises,  Inc.,  a  Utah corporation incorporated on July 30, 1980. Mag
Enterprises,  Inc.,  issued  a  total  of 600,000 shares of its $0.001 par value
common  stock  to  its  officers,  directors  and founders. In August, 1980, the
Company offered 2,000,000 shares of its common stock, par value $0.001, a6 $0.25
a  share  pursuant  to an original Offering Circular having an effective date of
August  7,  1980.  The  Offering  Circular  was  filed  with the Utah Securities
Commission.  The  offer  was  made pursuant to a Section 3(a)(11) exemption from
registration  of the Securities Act of 1933, as amended. The entire offering was
sold  resulting  in  net  proceeds  to the Company of $44,000. Thereafter, on or
about  July  5,  1981, the shares of common stock of the Company became eligible
for  interstate  trading.  From on or about July 5, 1981 through December, 1986,
the Company's sole asset and business was the owning of mining leases. From 1983
until  on  or  about  April, 1988, Mag Enterprises, Inc., was listed in the Pink
Sheets  of  the  National  Quotation  Bureau. From its inception in 1980 through
November,  1986,  the  Company  was  virtually  dormant.  In December, 1986, the
Company  acquired  all  of  the  issued and outstanding common stock of American
International Airboat Company, Inc., a Florida corporation that manufactured and
sold  aluminum  airboats.  In late 1987, American International Airboat Company,
Inc.,  had its assets seized and sold for unpaid federal taxes. Mag Enterprises,
Inc.,  reverted  to  being  a  corporation  without  any  active  business.

That  on  or  about  August  10,  1993,  Mag  Enterprises, Inc., entered into an
Agreement  and  Plan  of Reorganization with the owners of all of the issued and
outstanding common stock of Safari Enterprises, Inc., a Delaware corporation. At
the  time,  Safari  Enterprises, Inc., had two wholly owned subsidiaries; Safari
Boat  Company,  Inc., and Safari Lure Company, Inc., both subsidiaries organized
and  existing  under  and  pursuant to the laws of the State of New York. On the
date  of  the  Agreement  and Plan of Reorganization, Mag Enterprises, Inc., had
authorized  capital  of  100,000,000  common  shares, $0.0001 par value of which
5,500,000  shares  were  issued  and outstanding, fully paid and non-assessable.
Pursuant  to  the  Agreement and Plan of Reorganization, the stockholders of Mag
Enterprises,  Inc., voted their stock to effectuate a 1 for 10 reverse split and
to  increase  the  par  value  per  share  to  $0.001 so that on the date of the
closing,  the  total  number  of  shares of Mag Enterprises, Inc., common stock,
issued  and  outstanding was 550,000, $0.001 par value. That at the closing, the
stockholders  of  Safari  Enterprises,  Inc.,  were  issued a total of 4,950,000
restricted  shares  of common stock of Mag Enterprises, Inc., having a par value
of  $0.001. The total number of shares of common stock, $0.001 par value, issued
and  outstanding  after  the  closing  was  5,500,000  shares.

                                        3
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On September 10, 1993, Articles of Amendment to the Articles of Incorporation of
Mag  Enterprises,  Inc.,  were  filed  with  the  State  of  Utah, Department of
Commerce,  Division  of Corporations and Commercial Code to change its name from
Mag  Enterprises,  Inc.,  to  Safari  Associates,  Inc.

By  and Offering Memorandum dated December 7, 1993, the Company offered for sale
600,000  shares  of  its common stock, par value $0.001, at a price of $0.50 per
share.  The  shares  were  sold  to  a  total of fifty individual investors. The
offering  was  made  in  accordance with an exemption from registration with the
United  States  Securities  and  Exchange  Commission  pursuant to the terms and
conditions  of  Regulation  D, Section 230.504 of the Securities Act of 1933, as
amended.

By  an  Offering Memorandum dated October 14, 1994, the Company offered for sale
350,000  shares  of  its common stock, par value $0.001, at a price of $1.50 per
share. The total number of shares offered were sold to individual investors. The
offering  was  made  in  accordance with an exemption from registration with the
United  States  Securities  and  Exchange  Commission  pursuant  to the terms of
Regulation  D,  Section  230.504  of  the  Securities  Act  of 1933, as amended.

From 1993 through 1996, the Company had two operating wholly owned subsidiaries.
These  were Safari Boat Company, Inc., and Safari Lure Company, Inc. Safari Boat
Company,  Inc., manufactured and distributed a fiber glass Jon Boat. Safari Lure
Company,  Inc.,  distributed  cedar  wood  fishing  lures.  By  the end of 1996,
management  of  the  Company  decided  that both of these subsidiaries could not
generate  sufficient  sales or profits to merit continuing their operations. The
operations  of  both  wholly  owned subsidiaries were discontinued by the end of
1996.

The  Company  now  has  four wholly owned operating subsidiaries., Safari Camera
Corporation,  Photography For Evidence, Inc., Impact Dampening Technology, Inc.,
and  Safari  Target  Corporation.  The  Company  also owns all of the issued and
outstanding  common  stock  of  Safari  Enterprises,  Inc.  and  Shoothru,  Inc.

Safari  Camera  Corporation,  a  New York corporation, was organized on March 2,
1998.  It is in the business of reloading single-use (disposable) cameras, which
it  sells  to  distributors,  retail  stores  and  for  promotions.

Photography For Evidence, Inc., a New York corporation was organized on November
25, 1997. The Company filed a Certificate of Doing Business under the name Smith
&  Wesson  Cameras on December 17, 1997. Smith & Wesson Cameras has an exclusive
license from Smith & Wesson Corp., to make, use and sell single-use (disposable)
cameras  and  conventional  film  using  cameras under the Smith & Wesson  brand
name.  Smith  &  Wesson  Cameras  markets its single-use (disposable) cameras to
federal,  state and local law enforcement agencies. Effective September 1, 2000,
Safari  Associates,  Inc., was awarded a five year contract by the United States
General  Services  Administration (Contract #GS-07F-0434K) to sell these cameras
to  federal  and  state  law  enforcement  agencies.

Impact  Dampening  Technology,  Inc.,  a  New York corporation, was organized on
January  29,  1998.  The company filed a Certificate of Doing Business under the
name  Smith  &  Wesson  Recoil  Pad Company on February 10, 1998. Smith & Wesson
Recoil Pad Company has an exclusive license from Smith & Wesson  Corp., to make,
use  and  sell  recoil  pads  under  the  Smith  & Wesson  brand name. Effective
September  I, 2000, Safari Associates, Inc., was awarded a five year contract by
the  United  States  General Services Administration (Contract #GS-07F-0434K) to
sell  its self-adhesive Smith & Wesson  shoulder recoil pad to federal and state
law  enforcement  agencies.

Safari  Target  Corporation  was organized under and pursuant to the laws of the
State  of  New  York on August 2, 1999. It filed a Certificate of Doing Business
under  the  name  Smith  &  Wesson  Targets  on  August 20, 1999. Smith & Wesson
Targets  has  an  exclusive  license  from Smith & Wesson Corp., to make use and
sell  targets  under  the  Smith  &  Wesson  brand name. Smith & Wesson  Targets
distributes a series of self sealing targets, intended to replace steel targets.
Effective  September  1,  2000, Safari Associates, Inc., was awarded a five year
contract  by  the  United  States  General  Services  Administration  (Contract
#GS-07F-0434K)  to  sell the Smith & Wesson  self sealing targets to federal and
state  law  enforcement  agencies.

                                        4
<PAGE>

Safari  Camera  Corporation  is  in  the  business  of  reloading  single-use
(disposable)  cameras  which  it  sells  to  distributors,  retailers  and  for
promotions.  The  company  purchases  used (disposable) camera shells from photo
labs  and others and reloads these cameras with film and if a flash camera, with
a  battery. Batteries and film are purchased from battery and film manufacturers
and  distributors.  These  reloaded  single-use  cameras  are then placed in new
packaging  and sold. Some packaging is private label for retailers, distributors
and  for promotions. Other cameras are sold in generic SAFARI packaging. The raw
materials required for this business are camera shells, batteries and film. This
business  is  highly  competitive as to pricing and purchasing single-use camera
shells.  The  company  has  limited  its  distribution  and solicits small niche
markets  so  as to try to avoid the competition for camera shells and customers.
Safari  Camera  Corporation  also  reloads single-use cameras for Smith & Wesson
Cameras.

The  company  solicits  its customers through sales representatives, direct mail
and  through  e-commerce. At the present time, Sierra Sales & Marketing accounts
for  more  than  fifty  percent  of  the  company's  business.  If Safari Camera
Corporation  were  to lose Sierra Sales & Marketing as a customer, it would most
likely  have  to  discontinue  business.

The  Company  averages  eight  full  time  employees.  These  employees  devote
approximately  ninety  (90%)  percent  of their time to the operations of Safari
Camera  Corporation. The remainder of their time is devoted to the businesses of
the  three  other  operating  wholly  owned  subsidiaries. The operations of the
Company  and  its  three  wholly  owned operating subsidiaries are located at 64
Edson  Street,  Amsterdam,  New  York  12010.  (See  Item  2.  "Description  of
Property").

On  or  about  February  13,  1998,  Fuji  Photo Film Co., Tokyo, Japan, filed a
complaint  with  the United States International Trade Commission (ITC) charging
that  certain Asian manufacturers and reloaders of single-use cameras and United
States  importers  of  those  cameras  were  infringing on fifteen United States
patents  of Fujifilm that allegedly cover the manufacture of single-use cameras.
On  or  about April 21, 1999, the ITC ruled in favor of Fuji. The case is now on
appeal in the United States Court of Appeals for the Circuit of Washington, D.C.
The  appeal  has  still not been argued. Should Fuji prevail, the decision would
not  be binding upon United States reloaders of single-use cameras. However, the
decision  would  be  persuasive  precedent as to United States reloaders. Should
Fuji  prevail  on  appeal  and thereafter bring lawsuits for patent infringement
against  United  States reloaders of single-use cameras, including Safari Camera
Corporation,  the  company  may  have  to  discontinue  it reloading operations.

Smith  &  Wesson  Cameras  is  an  exclusive licensee of Smith & Wesson Corp. It
distributes  single-use  cameras  to  law  enforcement agencies. The cameras are
reloaded  by  Safari Camera Corporation. Sales are generated through direct mail
advertising,  trade  shows and its United States General Services Administration
contract.  A  royalty  of  five  (5%)  percent of gross sales is paid to Smith &
Wesson  Corp.  The business operations of Smith & Wesson  Cameras are subject to
the  same  risks  as  set  forth  for  Safari  Camera  Corporation.

Smith  &  Wesson  Recoil  Pad Company is an exclusive licensee of Smith & Wesson
Corp. It has private label recoil pads manufactured by Hartlee Systems, Inc. The
recoil  pads  are  designed  by Smith & Wesson  Recoil Pad Company and the molds
necessary to manufacture the recoil pads are purchased by Smith & Wesson  Recoil
Pad  Company. It distributes these pads under the Smith & Wesson brand name. Two
models  of  recoil  pads are manufactured for the company. The "Safari" model is
conventional as it is fitted to the butt of the stock of a shotgun or rifle. The
Smith  &  Wesson  self-adhesive shoulder recoil pad is unique as it self adheres
to  the  outer  garment  being  worn by the user. On September 23, 1999, Smith &
Wesson  Recoil  Pad  Company,  entered  into  a  consulting  agreement with Mark
Hendricks with regard to the design of new recoil pads. On September     , 2000,
the  Company entered into a consulting agreement with Jan Barani, with regard to
the development of coatings for its Smith & Wesson  recoil pads. The Company now
offers  the  self-adhesive  shoulder  recoil  pad  to  federal  and  state  law
enforcement  agencies  pursuant to its   contract with the United States General
Services  Administration,  Contract  #GS-07F-0434K  that  became  effective  on
September 1, 2000. These recoil pads are still in test marketing and no decision
has  been  reached as to whether the company will expand its efforts beyond test
marketing  at  this  time.  Also,  at  this  time, the Company does not have the
financial  resources necessary to go beyond test marketing should it decide that
it  would  be  in  the  best  interest of the company to do so. Furthermore, the
company  does  not  have any reason to believe that it will be able to raise the
capital  to go beyond the test marketing phase of the business or that should it

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raise  such capital, it could do so on terms favorable to the company or that it
could  compete succesfully with other companies that have been in the market for
many  years.



Smith  &  Wesson  Targets has an exclusive license from Smith & Wesson Corp., to
make,  use and sell targets under the Smith & Wesson  brand name. At the present
time  the  company  is  test  marketing  a  self-sealing  plastic target that is
intended  to  replace  steel  targets.  Unlike steel targets, the Smith & Wesson
self-sealing  targets  allow a bullet to pass through when the target is struck.
The  user  knows  that  the target is struck as it moves when hit by the bullet.
With  steel targets, when the target is struck by a bullet, there is a danger of
ricochet,  splatter and fragmentation of the bullet, which can strike and injure
the  shooter  or someone in the vicinity of the shooter. With the Smith & Wesson
self-sealing  targets,  the  bullet passes through the target into a safety zone
without  any  danger  of  injury  as  the  bullet does not ricochet, splatter or
fragment. These targets are manufactured for Smith & Wesson  Targets by Creative
Urethanes,  Inc.  Smith  & Wesson  Targets owns the molds with which the targets
are  manufactured.  The company is developing a line of variously shaped targets
and  is  still  at the test marketing stage of its business. Some of the targets
are  designed  to  knock-down  and  others to knock-down and spring back up when
struck  by a bullet. Others wiggle when struck by a bullet. The market for these
targets  now  appears  to  be very small but may increase if their safety factor
over  steel  targets  dictates  their  use. The company has not advertised these
targets  for  more than a year. The Company was awarded a five year contract for
these  targets  by  the  United States General Services Administration effective
September  1, 2000, for sale to federal and state law enforcement agencies. This
is  part  of  Contract  #GS-07F-0434K.  Should  circumstances  indicate that the
company should go beyond test marketing of these targets, the company would have
to  obtain  capital for advertising, manufacture and inventory. At this time the
Company  does  not  have the capital necessary for any of the foregoing and does
not  know  whether  it  will  be  able  to  raise such capital, if necessary, or
whether,  if  it could raise the capital, it can do so on terms favorable to the
Company  that  would  make  it  feasible  to  risk  the capital in an attempt to
increase  its  sales.

Shoothru,  Inc., a New Jersey corporation, was acquired by the Company in March,
1998.  Shoothru,  Inc.,  developed  and  designed  a  small  product  line  of
self-sealing  targets.  The  operations  of Shoothru, Inc., are now conducted by
Smith  &  Wesson  Targets.

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
brand  name  in  the  United States, its possessions and Canada. The term of the
license  is  from  January  1,  1998  to  June  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. By oral agreement, the
minimum  royalty  had  been kept at $8,664 a year during the term of the license
agreement  to  December  31,  2000 and $2,500 a quarter thereafter. That minimum
payment  has  been  made  and  accepted  during  the  entire life of the license
agreement. The license agreement 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 royalty was 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 and covered all three products. On November
25,  1997  the  Company  organized  a  wholly  owned subsidiary, Photography For
Evidence,  Inc.,  under the laws of the state of New York. On December 17, 1997,
Photography  For Evidence, Inc., filed a Certificate of Doing Business under the
name  Smith  &  Wesson  Cameras.  The License Agreement was assigned the Smith &
Wesson  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  Recoil  Pad Company. Safari
Enterprises,  Inc.,  assigned its exclusive recoil pad license to Smith & Wesson
Recoil  Pad  Company.  On  August  2,  1999  the Company organized Safari Target
Corporation  under the laws of the State of New York. On August 20, 1999, Safari
Target  Corporation filed a Certificate of Doing Business under the name Smith &
Wesson  Targets.  Safari Enterprises, Inc., assigned its target license to Smith
&  Wesson  Targets.

                                        6
<PAGE>

On  February  3, 2002, the Company leased a plant in Greenwood, Indiana in which
it  will  produce  Molecuthane  products.  (See:  Part 1, Item 2. Description of
Property).  Molecuthane  is  a  multi layered synthetic material designed by the
Company  to  protect  individuals and objects from injury, discomfort and damage
caused  by  kinetic  force.  The  material  is  formulated  to give the ultimate
protection  required  for  each  specific  application.  Using  molecular cross-
linking,  separate  layers  of  Molecuthane,  each layer formulated to achieve a
defined  result,  are  joined  together  into one unit. In effect, the unit is a
system because of the integrated action of each layer with the other layers. The
Company  filed  a  trade  mark  application  with  the  United States Patent and
Trademark  Office  designating  the  material  as  Molecuthane.  The  material's
primary  use  is to protect against injury and discomfort whenever kinetic force
from  an  impact  or  vibration  resulting  from  an  impact can cause injury or
discomfort  to  an  individual  or  damage  to  property.

In  November, 2001, the Company granted Archangel International, Inc., exclusive
distribution of its Moecuthane body armor inserts. The purpose of the inserts is
to  prevent  injury  to  the wearer of a bullet proof vest if struck by a bullet
that  does not penetrate the vest as this can cause blunt force trauma injuries.
The  distribution  agreement provides in substance that commencing with the date
that  the  Company  is  in  production  of  the  Molecuthane body armor inserts,
Archangel International, Inc., will distribute $10 million in the inserts during
the  first  year  of production with an increase of ten (10%) percent in each of
the  remaining  two  years  of  the  agreement.  In  the  event  that  Archangel
International  fails  to  meet  its  minimums,  the  Company  has  the option of
terminating  the distribution agreement. The Company is not in production of its
Molecuthane  body  armor  inserts  at  this  time.

  ITEM  2.  DESCRIPTION  OF  PROPERTY.

The  principal office and plant of the Company and its wholly owned subsidiaries
is  located  at  64  Edson Street, Amsterdam, New York. It is the location where
Safari  Camera  Corporation reloads single-use (disposable) cameras, inventories
and  from  which its ships  the products produced and distributed by the Company
and  its  wholly  owned  subsidiaries,  Smith  & Wesson  Targets, Smith & Wesson
Cameras  and Smith & Wesson  Recoil Pad Company. The entire building is occupied
by the Company and its wholly owned subsidiaries. The building had been owned by
Safari  Enterprises,  Inc.  with  a  mortgage  held  by the Amsterdam Industrial
Development  Agency,  which  foreclosed upon the building for non payment of the
mortgage.  A  foreclosure  sale  was  held  on  October  26,  2000,  and  Safari
Associates,  Inc.,  was  the  high  bidder  at said sale, bidding $91,968.56. On
December  22,  2000,  the  Company  closed  pursuant to the terms of its bid and
acquired  title  to  the  premises  on  December  22, 2000. On May 18, 2001, the
Company  sold  the  premises  to  Tony  Courtney and Craig Walls for $92,000 and
entered into a ten year leaseback with an option to purchase. The monthly rental
is  $1,141.82  plus real estate and other taxes applicable to said premises. The
Company  has  an  option  to  buy  back  the  premises.

The  premises are a two story concrete block building on approximately two acres
of  land  located  in  the  Amsterdam  Industrial Development Park. It has 5,000
square  feet  on  the  first  floor  and  1,500 square feet on the second floor.
Approximately  4,000 square feet on the first floor is used for the reloading of
cameras, assembly of targets, packaging of recoil pads and storage of inventory.
The  remainder  of  the  space  on  the  first floor contains three offices, two
bathrooms  and  an  entrance hall. The second floor contains an employee kitchen
and  general  open  work  and  storage  space.

On  or  about  February  3,  2002, the Company leased premises No. 410 East Main
Street,  Greenwood,  Indiana  for  a  term  of one years at a rental of $1,000 a
month.  It  is  at  these premises that the Company is establishing its plant to
manufacture  Molecuthane  products.  The  premises  are  a  one  story  building
containing  approximately  2,800  square  feet.

On December 31, 2001, Craig Walls, who, at the time was the sole owner of United
States  Patent  No.  6,003,609,  bearing date December 21, 1999, did assign said
Patent  to  the  Company. The assignment was filed with the United States Patent
and  Trademark  Office  on  or about February 26, 2002. The Patent covers a fire
safety  device  for controlling the spread of fire in a structure. The invention
comprises  a  base  plate, a smoke detector, a syringe, and a cover. The syringe
has  a  reservoir containing a fire retardant chemical. A fuse link holder has a
melting  fuse  that  maintains  a  plunger  assembly in position and a spring is

                                        7
<PAGE>

loaded  behind  the plunger. The syringe also has a nozzle in open communication
with  a  supply  line,  which  is in open communication to the reservoir. When a
sufficiently high ambient temperature is reached, the fuse link melts, releasing
the  piston  rod  from  the  fuse  link and allowing the coil spring to urge the
plunger  toward  the  other  end  of  the syringe and forcing the fire-retardant
chemical  from  the  nozzle. When smoke is present, the smoke detector sounds an
audible  alarm.

The  Company  has  no  policy  with  respect  to  investments  in real estate or
interests  in  real  estate  and  no  policy with respect to investments in real
estate mortgages. Further, the Company has no policy with respect to investments
in  securities  of  or  interests  in  persons  primarily engaged in real estate
activities.

ITEM 3.  LEGAL  PROCEEDINGS.

     NONE





ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

No  matter was submitted during the fourth quarter of the fiscal year covered by
this  report,  or  for  the  entire  fiscal year, to a vote of security holders,
through  the  solicitation  of  proxies  or  otherwise.

                                     PART II

ITEM 5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     (a)  Market  Information

The Company's Common Stock is traded over-the-counter on the Electronic Bulletin
Board  maintained  the  National  Association  of  Securities  Dealers under the
symbol  "SAFR".  There is no assurance that the Common Stock will continue to be
quoted  or  that  any  liquidity  exists  for  the  Company's  shareholders.

The  following  table sets forth the quarterly quotes of high and low prices for
the  Company's  Common  Stock  on the OTC Bulletin Board during the fiscal years
2000  and  2001.

Fiscal  2001             High          Low

March 31, 2001          $0.37          $0.14
June 30, 2001           $0.60          $0.22
September 30, 2001      $0.88          $0.45
December 31, 2001       $0.75          $0.33

Fiscal 2000              High          Low

March 31, 2000          $0.437         $0.25
June 30, 2000           $0.45          $0.19
September 30, 2000      $0.43          $0.25
December 31, 2000       $0.31          $0.12

                                        8
<PAGE>


The  source  of  this  information  is  Bloomberg  Quotation  Services  and
broker-dealers  making  a  market  in  the  Company's Common Stock. These prices
reflect  inter-dealer prices, without retail markup, mark-down or commission and
may  not  represent  actual  transactions.


     (b)  Holders

As  of December 31, 2001, there were approximately 250 stockholders of record of
the  Company's  Common  Stock. The number does not include beneficial owners who
held  shares  at  broker/dealers  in  "street  name"

     (c)  Dividends

The  Company  has paid no cash dividends on its Common Stock and management does
not  anticipate  that  such  dividends  will  be paid in the foreseeable future.

     (d)  Recent  Sales  of  Unregistered  Securities.

During the past year, the Company sold restricted shares of its $0.001 par value
Common  Stock  without  registering  the  securities under the Securities Act of
1933,  as  amended.

On or about February 14, 2001, the Company issued 25,000 shares of its par value
$0.001  restricted  Common Stock to Jan Barani, a chemist, in consideration of a
three  year  consulting  agreement  during  which  the  consultant  is to render
services regarding the Company's development of Molecuthane products. Mr. Barini
executed  an  investment  letter upon which the Company relied to establish that
the  transaction  was  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933,  as  amended.

On  or  about  March  3,  2001, the Company sold 144,142 shares of its par value
$0.001  restricted  Common  Stock  to Lillian Berger, Secretary-Treasurer of the
Company  at  a price of $0.125 a share. Mrs Berger executed an investment letter
upon  which  the Company relied to establish that the transaction was exempt fro
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No  broker  or underwriter was involved in the transaction and no commission was
paid.  The  proceeds  were  used  for  working  capital

On  or  about  March 27, 2001, the Company issued 25,000 shares of its par value
$0.001  restricted Common Stock to Robert Tolve in consideration of a three year
consulting  agreement  during  which  the  Consultant  is  to  render consulting
services  relating  to  the  Company's  printing and packaging requirements. Mr.
Tolve  executed  an investment letter upon which the Company relied to establish
that  the  transaction  was exempt from registration pursuant to Section 4(2) of
the  Securities  Act  of  1933,  as  amended.

On  or  about  March 31, 2001, the Company issued 25,000 shares of its par value
$0.001  restricted  Common Stock to Clete Boyer in consideration of a three year
consulting agreement during which the Consultant is to render consulting servies
relating  to  the  Company's  development of Molecuthane products for use in the
sport  of  baseball.  Mr.  Boyer  executed  an  investment letter upon which the
Company  relied  to  establish that the transaction was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

On  or  about March 31, 2001, the Company issued 300,000 shares of its par value
$0.001  restricted  Common  Stock  to Riverene Corporation in consideration of a
three  year  consulting  agreement  during  which  the  Consultant  is to render
services in the development of  Molecuthane products. The Consultant executed an
investment  letter  upon  which  the  Company  relied  to  establish  that  the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities  Act  of  1933,  as  amended.

On  or  about  June 30, 2001, the Company issued 200,000 shares of its par value
$0.001  restricted  Common  Stock  to  Tony Courtney in payment for an option to
purchase  premises  64  Edson  Street,  Amsterdam,  NY. Mr. Courtney executed an
investment  letter  upon  which  the  Company  relied  to  establish  that  the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities  Act  of  1933,  as  amended.

                                        9
<PAGE>

On  or  about  July  23,  2001,  the Company sold 50,000 shares of its par value
$0.001  restricted Common Stock to Morton Berger, President of the Company, at a
price  of $0.20 a share. Mr. Berger executed an investment letter upon which the
Company  relied  to  establish that the transaction was exempt from registration
pursuant to the Securities Act of 1933, as amended. No broker or underwriter was
involved  in  the transaction and no commission was paid. The proceeds were used
for  working  capital.

On  or  about  August  6,  2001, the Company sold 40,000 shares of its par value
$0.001  restricted Common Stock to Nelson A. Fisher and Louise Fisher, his wife,
at  a  price  of  $0.25 a share. Mr. And Mrs. Executed an investment letter upon
which  the  Company  relied  to  establish  that the transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No  broker  or underwriter was involved in the transaction and no commission was
paid.  The  proceeds  were  used  for  working  capital.

On  or  about  August 16, 2001, the Company sold 180,000 shares of its par value
$0.001  restricted Common Stock to John J. Bruno at a price of $0.37a share. Mr.
Bruno  executed  an investment letter upon which the Company relied to establish
that  the  transaction  was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933, as amended. No broker or underwriter was involved in
the  transaction  and no commission was paid. The proceeds were used for working
capital  by  paying  a  current  liability  of  the  Company  owed to Mr. Bruno.

On  or  about  August  16, 2001, the Company sold 12,000 shares of its par value
$0.001  restricted  Common  Stock  to  Joseph  E. Anderson at a price of $0.25 a
share.  Mr. Anderson executed an investment letter upon which the Company relied
to  establish  that  the  transaction  was  exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter
was  involved  in  the transaction and no commission was paid. The proceeds were
used  for  working  capital.

On  or about September 20, 2001, the Company sold 10,000 shares of its par value
$0.001  restricted common stock to Nelson A. Fisher and Louise Fisher, his wife,
at  a  price of $0.25 a share. Mr. And Mrs. Fisher executed an investment letter
upon  which the Company relied to establish that the transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No  broker  or underwriter was involved in the transaction and no commission was
paid.  The  proceeds  were  used  for  working  capital.

On  or  about  October  5, 2001, the Company paid Brian Van Deman for consulting
services  by  issuing  to  him  10,000 shares of its par value $0.001 restricted
Common Stock. Mr. Van Deman executed an investment letter upon which the Company
relied  to  establish that the transaction was exempt from registration pursuant
to  Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

On  or  about December 18, 2001, the Company sold 50,000 shares of its par value
$0.001 restricted Common Stock to James Dion at $.038 a share. Mr. Dion executed
an  investment  letter  upon  which  the  Company  relied  to establish that the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act of 1933, as amended. No broker or underwriter was involved in the
transaction  and  no  commission  was  paid.  The proceeds were used for working
capital.

ITEM 6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

Revenue  for  the  year  ended  December  31,  2001, was $348,460, a decrease of
$421,120  or  54.7%  from  the  year ended December 31, 2000. There were several
factors  that  caused  the decrease including (a) loss of a major distributor of
the  Company's  single-use cameras, (b) another major customer no longer carries
private  label  single-use  cameras  and  (c)  general  weakness in the economy,
especially  in  the  travel and leisure area. Also, the Company has not invested
any  resources  in  the  production  or distribution of targets and recoil pads.

Cost  of  sales  for  the  year  ended  December 31, 2001, was 126.6% of revenue
resulting in a gross loss of 26.6%. Included in cost of sales for the year ended
December  31,  2001 was a write off of approximately $85,000 of prepaid obsolete
packaging materials. Labor costs as a percentage of sales increased by over 12%.

                                       10
<PAGE>

Excess  workers  were  laid  off  but it was necessary for the Company to retain
certain  personnel. Cost of sales for the year ended December 31, 2000 was 86.8%
resulting  in  a  gross  profit  of  13.2%.
Operating expenses for the year ended December 31,2001 were $308,304 compared to
$245,437  for  the  year ended December 31,2000, an increase of &62,867. Selling
expenses  increased  by &3,256. General and administrative expenses increased by
$60,553. Major increases included $35,000 for a plant manager ,rent increased by
$7,000  and  utilities increased by $5,000. On June 19,2001, the Company sold it
premises at 64 Edson Street in Amsterdam,N.Y., and leased back the property on a
month  to  month basis. The Company received proceed of $86,324 from the sale of
the  property and recorded a loss of $72,049. In January 2001,Safari Enterprises
Inc.,  a subsidiary of the Company was liquidated under Chapter 7 of the Federal
Bankruptcy  Code.  As a ,result, the Company recorded income from the reductions
of  liabilities  of  $103,558.

Interest  expense  for  the  year ended December 31,2001 was $47,901 compared to
$22,959  for  the  year  ended  December  31,2000,  an  increase of $24,942. The
increase  in  interest  expense resulted from converting current liabilities and
deferred  compensation  into  convertible  notes.

Liquidity  and  Capital  Resources
----------------------------------

As of December 31, 2001 current liabilities exceeded current assets by $347,684.
Approximately  $30,000  of  the current liabilities were paid by Lillian Berger,
Secretary-Treasurer  of the Company in January, 2002 and replaced by a long term
loan.  The  Company has reduced monthly cash operating expenses to approximately
$9,000  per  month.  The Company expects to generate a gross profit from sale of
single-use cameras of approximately $3,000 a month resulting in a cash shortfall
of  $72,000. The Company is pursuing several methods of financing the shortfall.
There  is  no  assurance  that  the Company will be able to raise the additional
equity  capital  or  that  doing  so  will  not  create  dilution  to  present
stockholders.  Also,  even  if  the Company is successful, there is no assurance
that  the  Company  will  be  able  to  continue  as  a  going  concern.

ITEM 7.  FINANCIAL  STATEMENTS.

The  information required by this item is incorporated by reference to pages F-1
through  F-14  of  this  annual  report  on  Form  10-KSB.

ITEM 8.  CHANGES  IN   AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None

                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS.

Name              Age      Position  With  Company          Year  First  Became
----              ---      -----------------------          -------------------
                                                            Director or Officer
                                                            -------------------

Morton Berger     73       President/Director                  1986

Lillian Berger    71       Secretary/Director                  1986

Each director serves until the next annual meeting of shareholders and until his
or  her  respective  successor is duly elected and qualifies. Executive officers
are  elected  by  the  Board  of  Directors  to  serve  at the discretion of the
directors.

                                       11
<PAGE>

MORTON  BERGER-President/Director-He  has  been  an  officer and director of the
Company since 1986. He has been the chief operating officer of the Company since
September,  1986.  Mr.  Berger  graduated from New York University Law School in
June,  1952.  He  is  the husband of Lillian Berger, the Secretary/Treasurer and
Director.  On May 29, 2001, Morton Berger, President of the Company sold 15, 687
shares  of the Company's Common Stock pursuant to Rule 144 of the Securities Act
of  1933,  as  amended.  On  September  26,  2001,  He sold 25,000 shares of the
Company's  Common  Stock  pursuant to Rule 144 of the Securities Act of 1933, as
amended.  Pursuant  to Section 16(a) and 23(a) of the Securities Exchange Act of
1934,  he  was  required  to file a Form 4 with the United States Securities and
Exchange Commission as he was a control person as defined by the Act. The Form 4
sets  forth and discloses changes of beneficial ownership of his Common Stock of
the Company. Morton Berger failed to make the requisite filings. The proceeds of
the  sales  were  loaned  to  the  Company  by  Morton  Berger.

LILLIAN BERGER- Secretary-Treasurer- She has been an officer and director of the
Company  since  1986.  She graduated from Hunter College in June, 1951, Phi Beta
Kappa  and  Cum  Laude.  Her  major  at Hunter College was economics and she was
president  of  the Economics Society. She holds a Common Branches License in the
state  of  New  York  as  to teach up to the eighth grade. She taught in the New
York  City Public School system from September, 1952 to June, 1957 . Thereafter,
she taught in the Port Chester New York Public School system from September 1967
to June 1986. She then retired and has worked as a substitute teacher and school
aid  at different times to date. She is the wife of Morton Berger, the president
of  the  Company.

On February 20, 2001, Lillian Berger, Secretary-Treasurer, Director and owner of
more  than 10% of the Company's issued and outstanding Common Stock, sold 66,800
shares  of the Company's Common Stock pursuant to Rule 144 of the Securities Act
of  1933,  as  amended.  Pursuant  to  Section 16(a) and 23(a) of the Securities
Exchange  Act  of 1934, she was required to file a Form 4 with the United States
Securities  and Exchange Commission as she is a control person as defined in the
Act.  The Form 4 sets forth and discloses changes of beneficial ownership of her
Common Stock of the Company. Lillian Berger failed to make the requisite filing.
On  March  3,  2001,  Lillian  Berger  purchased 144,142 shares of the Company's
restricted  Common Stock for $18,000. The purchase of said stock was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
She failed to make the requisite filing pursuant to Section 16(a) and 23(a) of a
Form  4.

ITEM 10.  EXECUTIVE  COMPENSATION

No  Company  executive  other  than Morton Berger has drawn or accrued a salary.
Since  April,  1994,  Morton  Berger has had an agreement to be paid a salary of
$1,000  a week. He has never been paid his full salary and has been accruing his
unpaid  salary. From April 1, 1994 to December 31, 2000, the Company owes Morton
Berger,  president  of the Company, accrued salary in the amount of $377,000. On
August  9,  2001,  he  converted  $355,000  of  the  accrued compensation into a
convertible  note.(See  note  5,  financial  statements.)

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The  following  table  sets  forth,  as  of  the  date of this report, the stock
ownership of each person known by the Company to be the beneficial owner of five
percent  or  more  of  the  Company's  Common  Stock, each executive officer and
director individually and all executive officers and directors of the Company as
a  group.  No  other  class  of voting securities is outstanding. Each person is
believed  to  have  sole  voting  and investment power over the shares except as
noted.

(a)     Security  ownership  of  certain  beneficial  owners

                                       12
<PAGE>

Title of Class    Name and Address of      Amount and Nature(1)  Percent
--------------    -------------------      -----------------     -------
                  Beneficial Owner         Of Beneficial Owner   of  Class  (2)
                  ----------------         -------------------   --------------

Common            Lillian  Berger(3)
                  13  Eastbourne  Drive
                  Spring  Valley,  NY10977    4,154,142             44.5%

Common            Morton  Berger(4)
                  13  Eastbourne  Drive
                  Spring Valley, NY 10977       286,243              3.1%

(b)     Security  ownership  of  management

Title of Class    Name and Address of      Amount and Nature(1)  Percent
--------------    -------------------      -----------------     -------
                  Beneficial Owner         Of Beneficial Owner   of  Class  (2)
                  ----------------         -------------------   --------------

Common            Lillian  Berger
                  13  Eastbourne  Drive
                  Spring Valley, NY 10977     4,154,142             44.5%

Common            Morton  Berger
                  13  Eastbourne  Drive
                  Spring Valley, NY 10977       286,243              3.1%

Common            Includes all Officers and
                  Directors of the Company
                  As a group (2 persons)      4,440,385            47.6$%

(1)  Includes the amount of shares each person or group has the right to acquire
     within 60 days pursuant options, warrants, rights, conversion privileges or
     similar  obligations.

(2)  Based  upon  9,331,712  shares  outstanding, plus the amount of shares each
     person  or  group  has  the  Right  to  acquire  within 60 days pursuant to
     options,  warrants,  rights,  conversion privileges or similar Obligations.

(3)  Lillian  Berger  is  Secretary-Treasurer  and  a  director  of the Company.

(4)  Morton  Berger  is  President  and  a  director  of  the  Company.


ITEM 12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

             None

ITEM 13.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K

(a)  The  following  documents  are  filed  as  part  of  this  report.

                                       13
<PAGE>

                                                                      PAGE
                                                                      ----

1.   Financial  Statements

     Report  of  Independent  Certified  Public  Accountant            F-2
     Balance  Sheet  as  of  December  31,  2001  and  2000.           F-3-

     Statements  of  Operations  for  the  years  ended
     December  31,  2001  and  2000.                                   F-4

     Statements  of  Changes in Stockholder' Equity
     For the years ended December 31, 2001 and 2000.                   F-5

     Statements  of  Cash  Flows  for  the  years  ended
     December  31,  2001  and  2000.                                   F-6

     Notes  to  Consolidated  Financial  Statement.                    F-7- F-14
(b)  Exhibits

     None


(c)  Reports  on  Form  8-K

     None






                                   SIGNATURES


In  Accordance  with  Section  13  and 15(d) of the Exchange Act, the registrant
caused  this  report  to  be  signed on its behalf by the undersigned, thereunto
duly  authorized.

                             Safari Associates, Inc.
                             -----------------------
                            (Registrant)

     By________________________________________
                  MORTON  BERGER,  PRESIDENT


     Date:  March 15, 2002

                                       14
<PAGE>

                            SAFARI  ASSOCIATES,  INC.
                            -------------------------


                        INDEX  TO  FINANCIAL  STATEMENTS
                        --------------------------------






                                                                  PAGE
                                                                  ----

     Report  of  Independent  Certified
        Public  Accountant.                                        F-2

     Consolidated  Balance  Sheet  as  of
        December  31,  2001                                        F-3
     Consolidated  Statement  of  Operations  for  the
        years  ended  December  31,  2001  and 2000.               F-4

     Consolidated  Statement  of  Stockholders'  (Deficit)
        for  the  years ended December 31, 2001 and 2000.          F-5

     Consolidated  Statement  of  Cash  Flows  for  the  years
        Ended  December  31,  2001  and  2000                      F-6

     Notes  to  Financial  Statements.                          F-7 - F-14

                                      F-1
<PAGE>

                         INDEPENDENT  AUDITOR'S  REPORT


To  the  Board  of  Directors  and  Stockholders
Safari  Associates,  Inc.
Amsterdam,  NY

I  have  audited  the  accompanying  consolidated  balance  sheets  of  Safari
Associates,  Inc.  and  Subsidiaries  as  of  December  31, 2001 and the related
consolidated  statements of operations, changes in stockholders' equity and cash
flows  for  each  of  the two years in the period ended December 31, 2001. These
financial  statements  are  the  responsibility  of the Company's management. My
responsibility  is  to  express  an  opinion of these financial statements on my
audits.

I  conducted my audits in accordance with generally accepted auditing standards.
Those  standards  require that I plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An  audit also includes assessing the accounting principles used and significant
estimates  made  by  management,  as well as evaluating the overall consolidated
financial  statement presentation. I believe that my audits provide a reasonable
basis  for  my  opinion.

In  my  opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Safari Associates,
Inc.  and  Subsidiaries at December 31, 2001 and the results of their operations
and  their cash flows for each of the two years in the period ended December 31,
2001  in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  Financial  Statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As discussed in Note 10 to the Financial
Statements,  the  Company's recurring losses from operations and limited capital
resources  raise  substantial doubt about the Company's ability to continue as a
going  concern.  Management's plan in regards to these matters is also described
in  Note  10. The Financial Statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

/s/ Sanford Feibusch, CPA, P.C.

Monsey, New  York
March 7, 2002

                                       F-2

<PAGE>

                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                          CONSOLIDATED  BALANCE  SHEET
                          ----------------------------
                               DECEMBER  31,  2001
                               -------------------
<TABLE>
<CAPTION>
                               ASSETS
                               ------

                                                     2001
                                                 -------------
CURRENT ASSETS:
---------------
<S>                                              <C>
Cash                                             $     10,257
Accounts Receivable -                                  12,150
Inventory                                              56,092
Prepaid Expenses                                       56,610
                                                 -------------
  Total Current Assets                                135,109
                                                 -------------
PROPERTY, PLANT AND EQUIPMENT:
------------------------------
Net of accumulated depreciation of $18,306             16,941
                                                 -------------
OTHER ASSETS:
-------------
Goodwill - net of amortization of $5,472               21,883
Other Assets                                           95,764
                                                 -------------
  Total Other Assets                                  117,647
                                                 -------------
  Total Assets                                   $    269,697
                                                 =============

        LIABILITIES AND STOCKHOLDERS' (DEFICIT)
        ---------------------------------------

CURRENT LIABILITIES:
--------------------
Notes Payable                                    $     20,000
Accounts Payable                                      357,506
Payroll and Other Taxes Payable                        23,710
Accrued Expenses                                       81,577
                                                 -------------
  Total Current Liabilities                           482,793
                                                 -------------
OTHER LIABILITIES:
------------------
Convertible Notes Payable                             505,500
Loan -Stockholder                                      17,039
                                                 -------------
  Total Other Liabilities                             522,539
                                                 -------------
  Total Liabilities                                 1,005,332
                                                 -------------
Commitments and Contingencies - Note 10
STOCKHOLDERS' (DEFICIT):
------------------------
Common Stock, par value $.001  authorized
   100,000,000 shares, issued and
   outstanding  9,331,712  shares                       9,332
Additional Paid-in Capital                          1,640,361
Retained (Deficit)                                (2,385,328))
                                                 -------------

  Total Stockholders (Deficit)                       (735,635)
                                                 -------------

  Total Liabilities and Stockholders' (Deficit)  $    269,697
                                                 =============
</TABLE>

The  accompanying  notes  are  an  integral  part of these Financial Statements.


                                       F-3

<PAGE>


                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                     CONSOLIDATED  STATEMENT  OF  OPERATIONS
                     ---------------------------------------
             FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000
             ------------------------------------------------------
<TABLE>
<CAPTION>
                                                   2000           2001
                                                -----------  ---------------

<S>                                             <C>          <C>
Revenue                                         $  348,460   $      769,580
Cost of Sales                                      441,303          668.455
                                                -----------  ---------------
Gross Profit                                       (92,843)         101,125
                                                -----------  ---------------

OPERATING EXPENSES:
-------------------
Selling Expenses                                    24,732           21,476
General and Administrative Expenses                284,514          223,961
Loss on Disposal of Property                        72,849             -
Gain from Discontinued operations                 (103,558)            -
Research and Development costs                      29,767             -
                                                -----------  ---------------
  Total Operating Expenses                         308,304          245,437
                                                -----------  ---------------

Net (Loss) from Operations                        (401,147)        (144,312)

Interest Expense                                   (47,901)         (22,959)
                                                -----------  ---------------

Net (Loss) before Provision  For Income Taxes     (449,048)        (167,271
    )
Provision for Income Taxes                            -                -
                                                -----------  ---------------


  Net (Loss)                                    $ (449,048)  $     (167,271)
                                                ===========  ===============


Net (Loss) Per Common Share                         (.05)            (.02)
                                                ===========  ===============

Weighted Average Shares Outstanding              9,198,512        8,044,604
                                                ===========  ===============
</TABLE>

The  accompanying  notes  are  an  integral  part of these Financial Statements.
--------------------------------------------------------------------------------


                                       F-4

<PAGE>

                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                CONSOLIDATED  STATEMENT  STOCKHOLDERS'  (DEFICIT)
                -------------------------------------------------
             FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000
             ------------------------------------------------------

<TABLE>
<CAPTION>

                                            Common Stock            Additional
                                           Par Value $.001            Paid-In        Retained
                                       Shares Amount    Capital      (Deficit)
                                       -------------   --------    ------------
<S>                                    <C>             <C>         <C>             <C>

Balance-January 1,2000                    7,923,770    $  7,924    $  1,306,538    $ (1,769,009)
                                          ---------    --------    ------------    -------------

Private Placements                          300,000         300          62,200

Net(Loss)for the Year
   ended December 31,2000                                                              (167,271)
                                          ---------    --------    ------------    -------------

Balance December 31,2000                  8,223,770       8,224       1,368,738      (1,936,280)

Shares issued for consulting agreements     375,000         375          92,175
Shares issued upon conversion of notes      180,000         180          65,851
Shares issued for services rendered          10,000          10           2,490
Shares issued for option to repurchase
Property                                    200,000         200          39,800
Shares issued by private placement          342,942         343          71,307

Net (Loss) for the year
   Ended December 31,2001                                                              (449,048)
                                          ---------    --------    ------------    -------------

Balance December  31,2001                 9,331,712     $ 9,332     $ 1,640,361    $ (2,385,328)
                                          =========    ========    ============    =============

</TABLE>

The  accompanying  notes  are  an  integral  part of these Financial Statements.

                                       F-5

<PAGE>

                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                    CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                    ----------------------------------------
             FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000
             ------------------------------------------------------

<TABLE>
<CAPTION>



                                                   2001         2000
                                               ------------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
<S>                                            <C>           <C>
Net Income (Loss)                              $  (449,048)  $(167,271)
Adjustment to Reconcile Net Income (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                  8,599      11,187
      Gain from discontinued operations           (103,558)   -      .
      Loss on sale of property                      72,849           -
      Stock issued for services                     90,000           -
Changes in Operating Assets & Liabilities:
   Accounts Receivable                              26,252      29,426
   Inventory                                        15,849       5,164
   Prepaid Expenses and Other Assets                (3,236)    (39,136)
Accounts Payable                                    57,858       3,303
Payroll and Other Taxes Payable                          -        (327)
Accrued Expenses                                    84,054      17,218
Deferred Compensation                               34,450      52,000
                                               ------------  ----------

  Net Cash Used in Operating Activities           (166,931)    (88,436)
                                               ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Proceeds from sale of property                      86,324      -
Property, Plant and Equipment                       -          (15,542)
                                               ------------  ----------

  Net Cash Used in Investing Activities             86,324     (15,542)
                                               ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Issuance of Common Stock                            71,700      62,500
Loans Stockholder                                   17,039      (4,452)
Mortgage Payable                                   (40,000)    (40,000)
Notes Payable                                       12,000      40,000
Capital lease obligations                           -          (63,782)
                                               ------------  ----------

  Net Cash Provided by Financing Activities         60,739      74,266
                                               ------------  ----------

Net Increase (Decrease) in Cash                    (19,868)    (29,712)

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

Cash - End of Year                             $    10,257   $  30,125
                                               ============  ==========
</TABLE>

The  accompanying  notes  are  an  integral  part of these Financial Statements.


                                       F-6
<PAGE>

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

NOTE 1  -  DESCRIPTION  OF  BUSINESS
-------------------------------------
Safari  Associates, Inc. (the "Company"), a Utah Corporation was incorporated on
July  30,  1980.  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  Cameras,  sells recycled single use cameras to law enforcement agencies;
Impact  Dampening Technology, Inc., doing business under the name Smith & Wesson
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.

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 dates of acquisition and was being amortized
using  the straight-line method over 15 years. Effective to the issuance of FASB
No.  142,  the  Company  discontinued  amortizing  goodwill.
The  Company  follows  Statement  of  Financial  Accounting  Standard  No.
121,Impairment  of  Long-lived  Assets,by  reviewing  such assets for impairment
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 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

                                       F-7

<PAGE>


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


NOTE 2-  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
---------------------------------------------------------------------

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 effect
the  reported  amounts of assets,liabilities,revenue,and expenses at the balance
sheet  date and for the period then ended.Actual results could differ from these
estimates

NOTE 3  -  OTHER  ASSETS
-------------------------
Other  assets  includes  the  following  assets:
Prepaid  consulting                                   $  52,709
Option  to  repurchase  property                         40,000
Trademarks                                                  650
Security  deposits                                        2,405
                                                      ---------
          Total                                       $  95.764
                                                      =========

Prepaid  consulting expense arose from the issuance of 300,000 restricted shares
of  the  Company's  common stock valued at $75,000 which is being amortized over
the life of the contract. The shares issued were fully vested upon the execution
of  the  contract.


NOTE 4  -  DEFERRED  COMPENSATION
----------------------------------
On  April  1,  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 August 9, 2001, the Company owed Mr. Berger
$354,500.  On  August  9, 2001, the Company and Mr. Berger agreed that the total
liability  would  be  converted  into  a  convertible  note  (see  note  5).


                                       F-8

<PAGE>


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


NOTE 5  -  INCOME  TAXES
-------------------------
There  is  no  provision  for  federal or state income taxes for the years ended
December  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  Dectember  30,  2001  and  2000  consist  of  the  following:

                                               2001             2000
                                            --------          --------
     Allowance  for  doubtful  accounts     $   -             $  9,600
     Net  Operating  Loss  Carryforward      777,000           683,600
     Property  and  Equipment                  3,000            10,000
                                            --------          --------
                                             780,000           634,600
     Valuation  Allowance                    780,000           634,600
                                            --------          --------
                                               -0-            $  -0-
                                            ========          ========

As of December 31, 2001, the Company has net unused operating loss carryforwards
of  approximately  $2,100,000,  which  expire in various years from 2002 through
2017.

NOTE 6  -  NOTES  PAYABLE
--------------------------
CONVERTIBLE  NOTES  PAYABLE
---------------------------
In  1996,  the  Company issued convertible notes to several individual investors
all  except  one  which  had  been previously converted into restricted share of
common  stock  in  the  Company.  On  August  2,  2001,  the  remaining  $15,000
convertible  note  plus  all  accrued  interest  on that note was converted into
restricted  shares  of  common  stock  in  the  Company.

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.

On August 9, 2001 the Company and three individuals agreed to convert a total of
$460,000  of  accrued  expenses,  deferred  compensation,  and  loan  payable
stockholder  into  convertible  notes.  The convertible notes are 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 $.15 per share.

                                       F-9

<PAGE>
                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                 NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                 ----------------------------------------------
                               DECEMBER  31,  2001
                               -------------------

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. In April 2001, the Company
borrowed  an  additional  $12,000  from one of its investors on a month to month
basis  at  the  rate  of 10% per annum .On August 2, 2001 one of the noteholders
converted  $32,000  in notes plus accrued interest into restricted shares of the
Company's  common  stock.

NOTE 7  SALE  OF  PROPERTY
---------------------------
On  June 19, 2001, the Company sold its premises at 64 Edson Street in Amsterdam
N.Y.  for  $91,000  and  recorded a loss on the sale of $72,849. The mortgage of
$95,000  was  extinguished,  $40,000  being  repaid and the remaining portion of
$55,000  was  converted  into  a  loan  from  Mrs.  Lillian Berger, the majority
shareholder  and  Secretary/Director  in  the  Company.

NOTE 8  -  LOAN  STOCKHOLDER
-----------------------------
As  of  June  30,  2001,Mrs  Lillian  Berger,  the  major  stockholder  and
Secretary/Director  in  the  Company  was  owed a total of $55,527. On August 9,
2001,  Mrs. Berger converted the loan plus all accrued interest on the loan into
a convertible note (see Note5.) In October and December  2001, Mr. Morton Berger
loaned  to  the  Company  a  total  of  $17,039.

NOTE 9  -  COMMON  STOCK
-------------------------
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.

On  March 3,2001 the Company issued 144,142 shares of restricted common stock to
Mrs.  Lillian Berger in exchange for $18,000 that she had loaned to the Company.


                                      F-10

<PAGE>

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


NOTE 9-COMMON  STOCK(CONTINUED
-------------------------------

On March 27, 2001, the Company entered into a two year consulting agreement with
a  Mr. Robert Tolve. As compensation Mr. Tolve received 25,000 restricted shares
of  common  stock  valued at $.20 per share for a total compensation of  $5,000.

During  the  period  ended  March 31, 2001, the Company issued a total of 50,000
shares  of restricted stock for consulting services valued at $.25 per share for
a  total  compensation  of  $12,500.

On  June  15, 2001, Mr. Morton Berger, President of the Company, acquired 50,000
restricted  shares  of common stock in the Company at $.20 per share or $10,000.

On June 19, 2001, in connection with the sale of the premises at 64 Edson Street
in  Amsterdam N.Y., the Company issued 200,000 restricted shares of common stock
valued at $.20 per share or $40,000 for the option to reacquire the premises for
$92,000  during  the  three  year  period  ending  June  19,  2004.

On June 30, 2001, the Company issued 16,800 restricted shares of common stock to
three  individuals  for  a  total  consideration  of  $4,200  or $.25 per share.

On  June  19,2001, the Company entered into a consulting agreement with Riverene
Corporation  to  provide consulting services for a period of five years from the
date of the agreement. In consideration for the consulting services, the Company
issued  300,000  restricted shares of common stock valued at $.25 per share or a
total  of  $75,000. An additional 200,000 restricted shares of common stock will
be  issued  eight  months  after  the  date  of  this  agreement.

On  August 2, 2001, the Company issued 180,000 shares of restricted common stock
for  the  cancellation  of notes payable, convertible notes and accrued interest
totaling  $66,031.


During the period ended September 30, 2001,the Company issued a total of 132,000
restricted  shares  of  common  stock  to  five individuals at $.25 per share of
common  stock  Total  proceeds  to  the  Company  was  $39,500.

                                      F-11

<PAGE>
                            SAFARI  ASSOCIATES,  INC.
                            -------------------------
                 NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                 ----------------------------------------------
                               DECEMBER  31,  2001
                               -------------------


NOTE 10+  -  COMMITMENTS  &  CONTINGENCIES
-------------------------------------------
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
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. On 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 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 Recoil Pad Company. Safari Enterprises, Inc., assigned
its exclusive recoil pad License to Smith & Wesson 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 Target Company. Safari Enterprises, Inc., assigned its target
license  to  Smith  &  Wesson  Target  Company.

                                      F-12

<PAGE>

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


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
now  $10,000  per  year.

LEASE
-----
In  June  19,  2001 the Company entered into an oral month to month lease of the
facilities  at  64  Edson  Street in Amsterdam, New York. The lease requires the
Company  to  pay  a  monthly  rental  of  $1,057.82  plus all real estate taxes,
insurance,  and  maintenance  costs  on  the  premises.


NOTE 10  -  GOING  CONCERN
---------------------------
The  Company  has  experienced operating loss since inception and has a retained
deficit  as  of December 31, 2001 of $1,936,000. 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.
Additionally,  the  Company  has  funded research and development cost that have
gone  into  the design and production of a line of self sealing reactive targets
and  recoil  pads.

The  Company  has reduced its monthly cash operating expenses to approximately $
9,000 per month and reduced its work force to a minimum .It expects the sale  of
single  use  cameras to generate a monthly gross profit of approximately $ 3,000
per  month  reducing  its monthly deficit to  $ 6,000 per month or $72,000 on an
annual  basis  based  upon  current  production. The Company is pursuing several
methods  of  financing  this  shortfall  including  additional equity financing.

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. There is no
assurance that the Company will be able to raise the capital that it may require
for the aforementioned purposes, or if it is able to raise such capital, that it
can  do  so  on  terms  favorable  to  the  Company.

NOTE 11  -  SUPPLEMENTAL  DISCLOSURES  TO  CASH  FLOW  STATEMENT
-----------------------------------------------------------------

                                                2001               2000
                                              ---------          ---------
     Cash  Paid  During  the  Period  For:
        Interest                              $   9,732          $   8,255
        Income  Taxes                         $    -             $    -


                                      F-13
<PAGE>


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

NOTE 12  -SUBSEQUENT  EVENTS
-----------------------------

On  January  23,  2002 the Company signed a Consulting  and Marketing  Licensing
Agreement  with  Mr.  Mark  Neuhaus.  The  agreement provides for Mr. Neuhaus to
promote  and  develop  a  market  for  the  Company's products and services. The
agreement  gives  Mr.  Neuhaus  a  nonexclusive  license  to  use  the  licensed
trademarks  of  the  Company on the consultants racing car, racing equipment and
clothing  .In  accordance with the Consulting and Marketing licensing Agreement,
which  included  a  stock  option  plan  ,the  Company filed an S-8 Registration
Statement  on  January 30,2002 registering 4,000,000 shares 0f Common Stock into
which  the  stock options could be exercised for an exercise price of  $0.15 per
share  , or at the lowest sales price 30 days prior to exercising the option. In
February,2002  Mr.  Neuhaus  exercised  an  option for  333,333 shares of common
stock  and  paid  the  Company  $50,000.

On  January  30,2002,  the  Company  filed  a Form S-8 Registration Statement in
connection  with a newly established Consultants Compensation  Plan. The Company
registered  a  total of 750,000 shares of its Common Stock, which, in accordance
with  the  Plan,  may be issued upon authorization of the Board of Directors and
Plan  administrator  to  eligible  consultants.In February, the Company issued a
total  of  180,000  shares of Common Stock pursuant to the Plan, valued at $0.32
per  share,  to  a  consultant  in  exchange  for  legal  services.


                                      F-14

<PAGE>