**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE**


**COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





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


EXCHANGE
      ACT OF 1934





For
      the
      fiscal year ended December 31, 2005.





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 incorporation or  (I.R.S. Employer Identification
      No.)


Organization





12753
      Mulholland Drive, Beverly Hills, Ca90210


(Address
      of principal executive
      offices)               
Zip





Issuer’s
      telephone number ( 310)
      733-0879





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]





Revenue
      for the fiscal year ended December 31, 2005 is $ 0 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 31, 2006 amounted to $329,722.





The
      number of shares outstanding of each of the registrant’s classes of common stock
      as of December 31, 2005 was 1,505,034 shares.





***Page
          - 1***




**FORM
      10-KSB**


**FISCAL
      YEAR ENDED DECEMBER 31, 2005**


**TABLE
      OF CONTENTS**





Part
      I




Item
      1.Description
      of Business.





Item
      2.Description
      of Property.





Item
      3.Legal
      Proceedings.





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





Part
      ll





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





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





Item
      7.Financial
      Statements.





Item
      8.Changes
      in and Disagreements With Accountants Accounting


And
      Financial Disclosure.





Part
      lll





Item
      9.Directors,
      Executive Officers, Promoters, and Control Persons;


Compliance
      with Section 16(a) of the Exchange Act.





Item
      10.Executive
      Compensation.





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





Item
      12.Certain
      Relationships and Related Transactions.





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





Signatures








***Page
          - 2***








**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. On
      September 10, 1993, an Amendment to the Articles of Incorporation . were
      filed to change its name from Mag Enterprises, Inc to Safari Associates,
      Inc.





The
      Company has eight wholly owned subsidiaries; Safari Group Safety Products,
      Inc.,
      Safari Camera Corporation, Photography For Evidence, Inc., Impact Dampening
      Technology, Inc., Safari Target Corporation, Shoothru, Inc., Safari Boat
      Company, and Safari Lure Company . All the subsidiaries are inactive except
      for
      Safari Group Safety Products, Inc. which is a research and development
      company.





During
      late fiscal 2003 and into fiscal 2004, the Company decided to change its
      strategy from the manufacture and distribution of disposable cameras, recoil
      pads and self sealing targets to concentrate on the research and development
      of
      fire safety products.





The
      Company is developing and testing two safety devices intended to save lives
      in
      the event of hostile fire. The Flame TameTM, a fire alarm that automatically
      sprays a fire retardant material covering approximately 200 square feet when
      activated by heat in excess of 145 degrees Fahrenheit. The other is a portable
      descent device to enable individuals to escape from the upper floors of a
      burning building. The Company believes that since the disaster of 9/11, the
      descent device has become a viable product with great potential for the Company.
      The Company is currently testing a prototype of the descent device. Should
      testing be successful, it intends to commence production of a final prototype
      and prepare everything necessary to solicit bids for production both in the
      United States and abroad. The Company has retained Arthur Tipling Sempliner,
      to
      complete development and testing of the descent device and solicit bids for
      its
      production. Mr. Sempliner is the Company’s Director of New Product Development.
      Mr. Sempliner is an adjunct Associate Professor at Pratt Institute in Brooklyn,
      NY. He is working on both the Flame TameTM and the development of the individual
      portable descent device.





The
      Company will require additional capital to fund the development, testing,
      production and marketing of both the Flame TameTM and descent device. There is no
      assurance that the Company will be able to raise the necessary capital, and
      if
      it is able to raise said capital that it will be able to do so on terms
      favorable to the Company.





The
      Company has one full time employee, its President, Zirk
      Englebrecht.





**Item
      2. Description of
      Property.**





The
      Current principal office of the Company is located at 12753 Mulholland Drive,
      Beverly Hills, California.





**Item
      3. Legal
      Proceedings.**




None





**Item
      4. Submission of Matters to a Vote of
      Security Holders.**





None





***Page
          - 3***





**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 by the National Association of Securities Dealers under the
      symbol “SFAR”. 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 bid prices
      for
      the Company’s Common Stock on the OTC Bulletin Board during the fiscal years
      2004 and 2003




Fiscal
              2005
            High
            LowMarch
              31, 2005
            $1.20
            $.10June
              30, 2005
            $
              .33
            $.22September
              30, 2005
            $
              .33
            $.15December
              31, 2005
            $
              .38
            $.15Fiscal
              2004
            High
            LowMarch
              31, 2004
            $
              .25
            $.18June
              30, 2004
            $
              .40
            $.18September
              30, 2004
            $
              .18
            $.18December
              31, 2004
            $
              .18
            $.10





The
      source of this information for fiscal year 2005 and 2004 is trading information
      as reported by the National Association of Securities Dealers Composite or
      other
      qualified inter-dealer Quotation Medium.





|(b) | Holders
|--- | -------

As
      of
      December 31, 2005, there were approximately 282 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 last two years, 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
      April
      26, 2004, the Company issued 10,000 shares of its restricted common stock to
      Consumer Construction Inc. for consulting service valued at $.10 per share
      for a
      total value of $1,000.00. Consumer Construction, Inc. executed an investment
      letter which the Company relied upon 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.





On
      October 7, 2004, the Company issued 10,000 shares of its restricted common
      stock
      to Mr. Arthur Tipling Sempliner to become the Company’s Director of New Product
      Development. The shares were valued at $.10 per share for a total value of
      $1,000.00. Mr. Sempliner executed an investment letter which the Company relied
      upon 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.




***Page
          - 4***





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**




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





The
      Company is developing and testing two new safety devices intended to save lives
      in the event of hostile fire. One device is the Flame TameTM, a unit that
      automatically sprays a fire retardant material covering approximately 200 square
      feet when activated by heat in excess of 145 degrees Fahrenheit. The other
      is a
      portable descent device to enable individuals to escape if trapped at the upper
      floors of a burning building. The device allows individuals a last resort avenue
      of escape. The Company believes that since the disaster of 9/11, the descent
      device has become a viable product with great potential for the Company. The
      Company is presently in the development and testing stages of a prototype of
      the
      descent device. Should development and testing be successful, the Company will
      compile everything necessary so that the descent device can be given out for
      manufacturing bids.





The
      Company has retained Arthur Tipling Sempliner, to complete the development
      and
      testing of the descent device and to solicit for bids for production. Mr.
      Sempliner is the Company’s Director of New Product Development. Mr. Sempliner is
      an adjunct Associate Professor at Pratt Institute in Brooklyn, NY. He is working
      on both the Flame TameTM and the development of the individual portable descent
      device. The Flame TameTM has been placed on the back burner pending
      pre-production completion of the descent device and actual production of the
      descent device. All lack of capital problems that exist for the Flame TameTM also
      exist for the descent device as hereinafter described.





During
      the past three years, the Company has had two different working prototypes
      of
      the Flame TameTM manufactured and tested. Although the Company is satisfied with
      the operation of the second prototype it intends to design a third prototype
      that will incorporate certain aesthetic and functional modifications that it
      believes will potentially increase its market and reduce its projected
      manufacturing costs. Management believes that its United States patent gives
      the
      Fame TameTM broad United States protection against another company duplicating
      the device and competing with the Company. However, even after the completion
      of
      the third working prototype, further intensive testing will be necessary before
      this product will be ready for manufacture and distribution. Approvals of
      independent testing laboratories may be required before the product can be
      brought to market. The Company lacks the necessary capital to complete the
      third
      prototype. There is no assurance that the Company will be able to raise the
      necessary capital and if it is able to raise said capital it will be on terms
      favorable to the Company. Should the Company raise the capital necessary to
      complete the third prototype, it does not have the capital required for the
      intensive testing it will require. The Company is not now seeking that capital
      and does not know whether it will be able to raise that capital when required.
      Management knows that should the Flame TameTM pass all of its preproduction
      tests, it does not have the capital for production or marketing of the product
      and has not established a plan to seek the required capital.





Operating
      expenses for the year ended December 31, 2005 were $171,099 compared to $140,238
      for the year ended December 31, 2004. Research and development costs increased
      by $50,650 over the year ended December 31, 2004. The expense for research
      and
      development the descent device increased to $71,000 in 2005 from $11,500 in
      2004. The Company has been modifying the prototype of the descent device and
      the
      harness system in order to get competitive bids for production. The Company
      has
      eliminated all but necessary expenses which include officer’s compensation,
      accounting and filing fees. General and administrative expenses decreased by
      $19,789 in the year ended December 31, 2005 from December 31, 2004. Mr. Berger,
      former chairman of the Company waived his compensation for the fourth quarter
      of
      2005 in the amount of $13,000 and professional fees decreased by
      $7,000.




***Page
          - 5***




As
      a
      result the change in strategy, the Company reclassified certain income and
      expense items previously reported. The Company reported losses from discontinued
      operations of $14,337 in 2004.





Interest
      expense for the year ended December 3, 2005 and 2004 was $41,740 and $41,720
      respectively.





Liquidity
      and Capital Resources


As
      of
      December 31, 2005, the current liabilities exceeded the current assets by
      $1,641,550. The Company has primarily relied on the proceeds from officers’
loans to fund operations and the issuance of common stock for payment of certain
      consulting and professional services.





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





Off
      Balance Sheet Arrangements





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





Contractual
      Obligations





None





Item
      7. Financial
      Statements.





The
      information required by this item is incorporated by reference to pages F-1
      through F-12 of this annual report on Form 10-KSB.





Item
      8. Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure.





None





**ITEM
      8A. Controls and Procedures**





Our
      management is responsible for establishing and maintaining adequate internal
      control over our financial reporting. As of the end of the period covered by
      this report, our management conducted an evaluation, under the supervision
      and
      with the participation of our chief executive officer and chief financial
      officer of our disclosure controls and procedures (as defined in Rule 13a-15(e)
      and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief
      executive officer and chief financial officer concluded that our disclosure
      controls and procedures are effective to ensure that information required to
      be
      disclosed by us in the reports that we file or submit under the Exchange Act
      is
      recorded, processed, summarized and reported, within the time periods specified
      in the Commission's rules and forms. There was no significant change in our
      internal controls or in other factors that could significantly affect these
      controls subsequent to the date of the evaluation.




***Page
          - 6***







ITEM
      8B. Other Information





None.





**Part
      III**





Item
      9. Directors, Executive Officers,
      Promoters and Control Persons.




Name
            Age
            Position
                With Company
            Year
                First BecameDirector
                or OfficerMorton
              Berger
            77
            President/CFO/Director
            1986Lillian
              Berger
            75
            Secretary/Treasurer/Director
            1986Stephen
              Steeneck
            38
            Chief
              Executive Officer/Director
            2002Michael
              A. Konecny
            50
            Director
            2003


On
      March
      6, 2006, the existing director of the Company Michael A. Konecny appointed
      Zirk
      Engelbrecht as a director nominee to serve as the new member of the Board of
      Directors. The appointment will not take effect until at least ten days in
      compliance with Section 14(f) of the Securities Exchange Act of 1934, as
      amended, and Rule 14f-1 thereunder. After the ten day period, Zirk
      Engelbrecht will become Chairman of the Board of Directors and Mr. Konecny
      will
      resign. On the eve of March 6, 2006, Chairman of the Board and President, Mort
      Berger passed away after battling a long illness. Mr. Konecny appointed Zirk
      Engelbrecht as President.





On
      April
      5, 2006, the existing director of the Company Stephen Steeneck was removed
      by a
      majority of the Board of Directors for cause. Mr. Steeneck displayed, on
      multiple occasions, gross insubordination as a Member of the Board of Directors,
      by directing unsubstantiated accusations towards the remaining Members of the
      Board of Directors. The majority of the Board felt this was just cause for
      warranting removal.





On
      April
      5, 2006, the existing Chief Executive Officer of the Company Stephen Steeneck
      was removed by a majority of the Board of Directors.





On
      April
      5, 2006, President and Chairman of the Company Zirk Engelbrecht was appointed
      Chief Executive Officer of the Company. As Chief Executive Officer, Mr.
      Engelbrecht will be the final decision maker regarding the day to day operations
      of the Company.





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





**ZIRK
      ENGELBRECHT-** Mr.
      Engelbrecht holds a degree in Mechanical Engineering. Mr. Engelbrecht has
      extensive experience with public companies in South Africa and the United States
      and has overseen the venture capital phase and public registration of numerous
      public companies since 1994.





***Page
          - 7***





**MORTON
      BERGER**-President/Director- is our President, CFO and Chairman of our
      Board of Directors. He has served as President and Director since September
      1993. Mr. Berger graduated from New York University Law School in June of 1952
      and was admitted to practice in the State of New York. He served in the United
      States Army immediately after graduating New York University School of Law
      and
      served in combat in Korea until his honorable discharge in 1954. From 1954
      until
      1987 he practiced law and was admitted to practice in the first, second, third,
      fifth, seventh, ninth and eleventh federal circuits and tried cases in district
      courts in each of those circuits. He also did Appeals work in each of those
      federal circuits. From 1964 until March of 1966 he was general counsel and
      vice
      president of Marks Polarized Corporation, a public company that specialized
      in
      research and development in which capacity he was the licensing coordinator
      for
      the company and specialized in procuring government research and development
      contracts. From March 1966 until the end of 1968 he was the President of
      Research Frontiers, Inc and its subsidiary Cameras For Industry, Inc. During
      his
      tenure as president of Cameras For Industry, Inc., the company developed and
      distributed the first surveillance cameras used in banks. Commencing in mid
      1968
      until the end of 1969, Mr. Berger was the President of Aolian Research Company
      and developed new methods of vacuum deposition. Mr. Berger’s business experience
      is wide and diversified. He has managed various artists in the music industry
      and in 1985, one of the musical groups he managed, Grand Master Flash and the
      Furious Five obtained the first contract with a major label ever obtained by
      a
      Rap Group. Many consider this the beginning of Rap music in the United States.




**LILLIAN
      BERGER**- Secretary/Treasurer/Director- 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.





**STEPHEN
      STEENECK**- He has been Chief Executive Officer since November of 2002,
      having been appointed by the Board of Directors. In late 1999, Stephen founded
      Lee Franklin Group, LLC, an investment and public relations advisory company.
      Previously, from November 1998 through 2000, Stephen was partner and co-owner
      of
      Triple SSS Systems, an investment-banking firm. From October of 1996, through
      November of 1998, Stephen worked as a licensed stockbroker for A.G. Edwards
      & Sons, Inc. He has Extensive Training in Product Knowledge of Mutual Funds,
      Private Money Management, and Unit Investment Trusts, with experience with
      stocks, bonds, options, Initial Public Offerings, investment banking, and
      corporate finance. Prior to A.G. Edwards, Stephen was with Gilford Securities
      working in a similar capacity. Stephen holds an Associate in Applied Science
      Degree in Business Administration and Management from Westchester Community
      College, December 1987. He has attended C.U.N.Y. Baruch College in New York,
      where he has completed courses in Finance, Investments and Economics.





**MICHAEL
      A. KONECNY**- He was elected to the Board of Directors of the Company in
      March, 2003. Mr. Konecny has over twenty years experience in management and
      consulting. From 1997 through the present he has served a President and Director
      of Bulls and Bears, Inc. Previously, from 1996 through 1998, he was Chief
      Executive Officer of Capital York, Inc. He holds a Bachelor of Science and
      Engineering from the New York Institute of Technology, 1979.





**Involvement
      in Legal Proceedings**





During
      the past five years, none of the following occurred with respect to the
      Company’s directors or executive officers: (1) no petition under the federal
      bankruptcy laws or any state insolvency law was filed by or against, or a
      receiver, fiscal agent or similar officer was appointed by a court for the
      business or property of such persons; (2) there has been no petition under
      the
      federal bankruptcy laws or any state insolvency law filed by or against, or
      a
      receiver, fiscal agent or similar officer appointed by a court for the business
      or property of any partnership in which such persons were a general partner
      at
      or within two years before the time of such filing, or any corporation or
      business association of which such persons were executive officers at or within
      two years before the time of such filing; (3) no such persons were convicted
      in
      a criminal proceeding or are a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); (4) no such persons
      were the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of any competent jurisdiction, permanently
      or
      temporarily enjoining, barring, suspending or otherwise limiting their
      involvement in any type of business practice, or in securities or banking or
      other financial institution activities; and (5) no such persons were found
      by a
      court of competent jurisdiction in a civil action by the Securities and Exchange
      Commission or by the Commodity Futures Trading Commission to have violated
      any
      federal or state securities or commodities law, and the judgment has not been
      reversed, suspended or vacated.




***Page
          - 8***





**Audit
      Committee Financial Expert**





The
      Company does not have an audit committee financial expert (as defined in Item
      401 of Regulation S-K) serving on its Board of Directors. The Company has not
      yet employed an audit committee financial expert on its Board due to the
      inability to attract such a person.







**Code
      of Ethics**





The
      Company has adopted a Code of Ethics and Business Conduct that applies to all
      of
      its officers, directors and employees. The Code of Ethics was filed with the
      prior year’s annual report as Exhibit 14.1. Upon request, the Company will
      provide to any person without charge a copy of its Code of Ethics. Any such
      request should be made to Attn: Mr. Zirk Englebrecht, 12753 Mulholland Drive,
      Beverly Hills, California, 90210. The Company’s telephone number is (310)
      733-0879.





**Compliance
      with Section 16(a) of the Exchange Act**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers and persons who beneficially own more than ten percent
      of
      a registered class of the Company’s equity securities to file with the SEC
      initial reports of ownership and reports of change in ownership of common stock
      and other equity securities of the Company. Officers, directors and greater
      than
      ten percent stockholders are required by SEC regulations to furnish the Company
      with copies of all Section 16(a) forms they file. Based solely on the review
      of
      copies of such reports furnished to the Company and written representations
      that
      no other reports were required, the Company believes that during the fiscal
      year
      ended September 30, 2004, its executive officers, directors and all persons
      who
      own more than ten percent of a registered class of the Company’s equity
      securities complied with all Section 16(a) filing requirements.





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 owed 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.)




***Page
          - 9***




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, and 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.






Title of Class
            Name and Address of
            Amount and Nature (1)
            PercentBeneficial
              Owner
            Of
              Beneficial Owner
            of 
              Class (2)Common
            Lillian Berger (3)
              13 Eastbourne Drive
              Spring Valley, NY10977
            415,415
            27.97%Common
            Morton Berger (4)

              13 Eastbourne Drive
              Spring Valley, NY 10977
            45,315
            3.05%Common
            Henry Steeneck
              2676 Old Yorktown Road
              Yorktown Heights, NY 10598
            110,000
            7.40%Common
            Stephen Steeneck (5)

              2676 Old Yorktown Road
              Yorktown Heights, NY 10598
            110,000
            7.40%Michael
              Konecny (6)         

              15 Constitution Drive
              Leonardo, NJ 07737
            -0-
            -0-Includes all Officers and

              Directors of the Company
              As a group (2 persons)
            680,730
            45.82%





(1)  Includes
      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.





|(2) | Based
              upon 1,505,034 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.
|--- | -----------------------------------------------------------------------




|(5) | Stephen
              Steeneck is the Chief Executive Officer and a Director of the
              Company.
|--- | ----------------------------------------------------------------------------------------------------------




|(6) | Michael
              Konecny is a Director of the Company.
|--- | -----------------------------------------------------------



***Page
          - 10***





Item
      12. Certain Relationships and Related
      Transactions




None





Except
      as
      set forth above, the Company has not entered into any transaction during the
      last two years and it has not proposed any transaction to which the Company
      was
      or is to be a party, in which any of the following persons had or is to have
      a
      direct or indirect material interest:





|- | Any
              director or executive officer of the
              Company;
|- | -----------------------------------------------------------------------------

-  Any
      nominee for election as a director;


-  Any
      security holder named in the “Security Ownership of Certain Beneficial Owners
      and “management”
      section above; and


-  Any
      member of the immediate family (including spouse, parents, children, siblings,
      and in-laws) of any such person.





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





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




Index
      to
      Financial Statements





Report
      of Independent Registered Public Accountant Accounting
      Firm





Consolidated
      Balance Sheet as of December 31,
      2005.





Consolidated
      Statements of Operations for the Years ended


December
      31, 2005 and 2004





Consolidated
      Statements of Stockholders’ (Deficit) for
      the


Years
      ended December 31, 2005 and 2004.





Consolidated
      Statements of Cash Flows for the
      Years


Ended
      December 31, 2005 and 2004.





Notes
      to Financial Statements.





(b)
      Exhibits





**Exhibit**


**Number**       **Description**





14.1  Code
      of
      Ethics and Business Conduct (incorporated by reference Form 10 KSB December
      31,
      2003)


|21.1 | List
              of Subsidiaries
|---- | ----------------------------------

|31.1 | Certification
              by Stephen Steeneck, Chief Executive Officer, pursuant to Section 302of
              the Sarbanes- Oxley Act of 2002
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------

|31 | Certification
              by Morton Berger, Chief Financial Officer, pursuant to Section 302of
              the
              Sarbanes- Oxley Act of 2002
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|32 | Certification
              by Morton Berger, Chief Financial Officer, pursuant to Section 906of
              the
              Sarbanes- Oxley Act of 2002
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)
      Reports on Form 8-K.


Form
      8-K
      dated March 14, 2006


Form
      8-K
      dated April 7, 2006





***Page
          - 11***




**Signatures**





Pursuant
      to the requirements of 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:
      /s/Zirk Englebrecht


Zirk
      Englebrecht, PRESIDENT








Date:
      April 19, 2006





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











Date:
      April 19, 2006    By:  /s/
      Zirk Englebrecht


Zirk
      Englebrecht Director








Date:
      April 19, 2006    By:  /s/
      Lillian Berger


Lillian
      Berger, Director










**EXHIBIT21.1**




**LIST
      OF SUBSIDIARIES**




Safari
      Group Safety Products Inc, a New York Corporation


Safari
      Camera Corporation, a New York Corporation


Photography
      For Evidence Inc., a New York Corporation


Impact
      Dampening Technology Inc. a New York Corporation


Safari
      Target Corporation, a New York Corporation


Shoothru
      Inc., a New Jersey Corporation


Safari
      Boat Company, a New York Corporation


Safari
      Lure Company, a New York Corporation








***Page
          - 12***










**EXHIBIT
      31**









***Page
          - 13***






**CERTIFICATION
      PURSUANT TO RULE 13a-14 AND 15d-14 UNDER**


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





I,
      Zirk
      Englebrecht, Chief Executive Officer of Safari Associates, certify
      that:


I
      have
      reviewed this annual report on Form 10 KSB of Safari Associates,
      Inc.;





|1. | Based
              on my knowledge, this annual report does not contain any untrue statement
              of a material fact or omit to state a material fact necessary to make
              the
              statements made, in light of the circumstances under which such statements
              were made, not misleading with respect to the period covered by this
              annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. | Based
              on my knowledge, the financial statements, and other financial information
              included in this annual report, fairly present in all material respects
              the financial condition, results of operations and cash flows of the
              Registrant as of, and for, the periods presented in this annual
              report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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





(a)  designed
      such disclosure controls and procedures to ensure that material all significant
      deficiencies in the design or operation of internal controls which could
      adversely affect the registrant’s ability to record, process summarize and
      report financial data and have identified for the registrant’s auditors any
      material weaknesses in internal information relating to the Registrant,
      including its consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this annual report
      is
      being prepared;





(b)  evaluated
      the effectiveness of the registrant’s disclosure controls and procedures of a
      date within 90 days of the filing date of this annual report (the “Evaluation
      Date”); and







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





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





(a)  controls;
      and





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





|5. | The
              registrant’s other certifying officer and I have indicated in this annual
              report whether or not there were significant changes in internal controls
              or in other factors that could significantly affect internal controls
              subsequent to the date of our most recent evaluation, including any
              corrective actions with regard to significant deficiencies and material
              weaknesses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated   April
      19
      2006     By:
      /s/Zirk Englebrecht


Zirk
      Englebrecht


Chief
      Executive Officer







***Page
          - 14***










**EXHIBIT
      32**










***Page
          - 15***




**CERTIFICATE
      PURSUANT TO**


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


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**











In
      connection with the Annual Report of Safari Associates, Inc. (the “Company”) on
      Form 10K-SB for the fiscal year ended December 31, 2005 as filed with the
      Securities & Exchange Commission (the “Report”), each of the undersigned, in
      the capacities and on the dates indicated below, hereby certifies pursuant
      to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002, that:









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






|2. | The
              information contained in the Report Fairly presents, in all material
              respects, the financial condition and results of operations of the
              Company.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











Dated:  April
      19,
      2006   By:
      /s/Zirk Englebrecht




Zirk
      Englebrecht




President,
      Chairman and Chief Executive Officer




























***Page
          - 16***











SAFARI ASSOCIATES, INC.
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **FINANCIAL
        STATEMENTS FOR THE YEAR ENDED**
 **DECEMBER
        31, 2005**
















Report
        of Independent Registered Public Accountant Accounting
        Firm
 
 Consolidated
        Balance Sheet as of December 31,
        2005.
 
 Consolidated
        Statements of Operations for the Years
        ended
 December
        31, 2005 and 2004
 
 Consolidated
        Statements of Stockholders’ (Deficit) for the
 Years
        ended December 31, 2005 and 2004.
 
 Consolidated
        Statements of Cash Flows for the
        Years
 Ended
        December 31, 2005 and 2004.
 
 Notes
        to Financial Statements.










***Page
          - 17***







**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**














To
      the
      Board of Directors and Stockholders


Safari
      Associates, Inc.


Chestnut
      Ridge, New York





We
      have
      audited the accompanying consolidated balance sheet of Safari Associates, Inc.
      and Subsidiaries (A Development Stage Company) as of December 31, 2005 and
      the
      related consolidated statements of operations, changes in stockholders’ equity
      and cash flows for each of the two years ended December 31, 2005 and for the
      period January 1, 2003 (inception of development stage) to December 31, 2005.
      These financial statements are the responsibility of the Company’s management.
      Our responsibility is to express an opinion of these financial statements based
      on our audits.





We
      conducted our audits in accordance with Standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      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. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      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, 2005 and the results of their operations and their
      cash flows for each of the two years ended December 31, 2005 and for the period
      January 1, 2003 (inception of development stage) to December 31, 2005, in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 13 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 13. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





/s/
      Linder & Linder


Linder
      & Linder


Certified
      Public Accountants





Dix
      Hills, New York


April
      17,
      2005











***Page
          - 18***











**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      BALANCE SHEET**


**DECEMBER
      31, 2005**







**ASSETS**
            
            **2005****Current
              Assets:**Cash
            
            $
            7,514Total 
                Assets
            
            
            7,514**LIABILITIES
                AND STOCKHOLDERS’ (DEFICIT)****Current
              Liabilities**Notes
                Payable
            
            $
            15,000Accounts
                Payable
            
            
            312,296Payroll
                and Other Taxes Payable
            
            
            27,772Accrued
                Expenses
            
            
            532,384Convertible
                Notes Payable
            
            
            505,500Loan
                -Stockholders
            
            
            256,112Total
                Current Liabilities
            
            
            1,,694,064Commitments
              and Contingencies**Stockholders’
              (Deficit):**Common
              Stock, par value $.001 authorized100,000,000
                shares, issued andOutstanding
                1,505,034 shares
            
            
            1,505Additional
              Paid-in Capital
            
            
            1,982,454Deficit
              Accumulated During Development Stage
            
            
            (614,485
            )Retained
              (Deficit)
            
            
            (3,011,024
            )Total
                Stockholders (Deficit)
            
            
            (1,641,550
            )Total
                Liabilities and Stockholders’ (Deficit)
            
            $
            7,514






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





***Page
          - 19***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**


**AND
      FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2005**


**(PERIOD
      OF DEVELOPMENT STAGE)**







**Cumulative****Loss
                during****Development****Stage**
            
            
            **2004**
            
            
            **2004****Operating
              Expenses:**General
              and Administrative Expenses
            
            $
            344,131
            
            
            84,299
            
            $
            104,088Research
              and Development Costs
            
            
            139,964
            
            
            86,800
            
            
            36,150Total
                Operating Expenses
            
            
            484,09596
            
            
            171,099
            
            
            140,238Net
              (Loss) from Operations
            
            
            (484,095
            )
            
            (171,099
            )
            
            (140,238
            )Interest
              Expense
            
            
            130,390
            
            
            41,740
            
            
            47,720Loss
              from continuing operations
            
            $
            (614,485
            )
            
            (212,839
            )
            
            (181,958
            )Discontinued
              operationsLoss
              from discontinued operations
            
            
            
            
            
            -
            
            
            (14,337
            )Net
                (Loss)
            
            
            
            
            $
            (212,839
            )
            $
            (196,295
            )Earnings
              per shareFrom
              continuing operations
            
            
            
            
            $
            (.14
            )
            $
            (.12
            )Loss
              from discontinued operations
            
            
            
            
            
            (.00
            )
            
            (.01
            )Net
              (Loss) Per Common Share
            
            
            
            
            $
            (.14
            )
            $
            (.13
            )Weighted
              Average Shares Outstanding
            
            
            
            
            
            1,505,034
            
            
            1,493,784






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





***Page
          - 20***







**SAFARI
      ASSOCIATES, INC.**


**(
      A DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS STOCKHOLDERS’
(DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**


**AND
      FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 30, 2005**


**(PERIOD
      OF DEVELOPMENT STAGE)**







DeficitAccumulatedCommon
                Stock
            
            
            
            Additional
            
            DuringPar
                Value $.001
            
            
            
            Paid-In
            
            Development
            
            RetainedShares
            
            Amount
            
            Capital
            
            Stage
            
            (Deficit)Balance
              January 1, 2003
            
            
            13,777,763
            
            $
            13,778
            
            $
            1,930,660
            
            $
            -
            
            $
            (2,846,698
            )Shares
              issued for consulting services
            
            
            372,024
            
            
            372
            
            
            12,649Shares
              issued by private placement
            
            
            700,000
            
            
            700
            
            
            23,800Reverse
              stock split (1 for 10)
            
            
            (13,364,753
            )
            
            (13,365
            )
            
            13,365Net
              (loss)
            
            
            
            
            
            
            
            
            
            
            
            (219,688
            )
            
            (149,989
            )Balance
              December 31, 2003
            
            
            1,485,034
            
            
            1,485
            
            
            1,980,474
            
            
            (219,688
            )
            
            (2,996,687
            )Shares
              issued for consulting services
            
            
            20,000
            
            
            20
            
            
            1,980Net
              (loss)
            
            
            
            
            
            
            
            
            
            
            
            (181.958
            )
            
            (14,337
            )Balance
              December 31, 2004
            
            
            1,505,034
            
            
            1,505
            
            
            1,982,454
            
            
            (401,646
            )
            
            (3,011,024
            )Net
              (loss)
            
            
            
            
            
            
            
            
            
            
            
            (212,839
            )Balance
              December 31, 2005
            
            $
            1,505,034
            
            $
            1,505
            
            $
            1,982,454
            
            $
            (614,485
            )
            $
            1,3011,424
            )














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





***Page
          - 21***










**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**


**AND
      FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2005**


**(PERIOD
      OF DEVELOPMENT STAGE)**







**Cumulative****During****Development****Stage**
            
            **2005**
            
            **2004****Cash
              Flows from Operating Activities:**Net
              (Loss)
            
            $
            (614,485
            )
            $
            (212,839
            )
            $
            (196,295
            )Adjustment
              to Reconcile Net (Loss)to
                net cash used in operating activities:Depreciation
                and Amortization
            
            
            1,135
            
            
            1,135
            
            
            6,355Write
                off of impaired assets
            
            
            10,696
            
            
            10,696Stock
                issued for services
            
            
            15,021
            
            
            -
            
            
            2,000Changes
              in Operating Assets & Liabilities:Accounts
                Receivable
            
            
            -
            
            
            -
            
            
            2,351Prepaid
                Expenses and Other Assets
            
            
            55,748
            
            
            15,800
            
            
            18,205Accounts
                Payable
            
            
            36,102
            
            
            36,102
            
            
            2,510Payroll
                and Other Taxes Payable
            
            
            1,300
            
            
            1,300
            
            
            (758
            )Accrued
                expenses
            
            
            327,190
            
            
            88,740
            
            
            119,720Net
                Cash Used in Operating Activities
            
            
            (167,293
            )
            
            (59,066
            )
            
            (45,912
            )**Cash
              Flows from Discontinued Operations:**Net
                cash Used in Discontinued Operations
            
            
            (29,633
            )**Cash
              Flows from Financing Activities:**Issuance
              of Common Stock
            
            
            24,500
            
            
            -
            
            
            -Loans
              Stockholder
            
            
            159,972
            
            
            63,912
            
            
            47,038Net
                Cash Provided by Financing Activities
            
            
            184,472
            
            
            63,912
            
            
            47,038Net
                Increase (Decrease) in Cash
            
            
            (12,454
            )
            
            4,846
            
            
            1,126Cash
              - Beginning of Year
            
            
            19,968
            
            
            2,668
            
            
            1,542Cash
              - End of Year
            
            $
            7,514
            
            $
            7,514
            
            $
            2,668







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





***Page
          - 22***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** )


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
        1 - Description of Business**
 Safari
        Associates, Inc. (the “Company”), a Utah Corporation was incorporated on July
        30, 1980. The Company has eight wholly owned subsidiaries; Safari Group Safety
        Products, Inc., Safari Camera Corporation, Photography For Evidence, Inc.,
        Impact Dampening Technology, Inc., Safari Target Corporation, Shoothru, Inc.,
        Safari Boat Company, and Safari Lure Company . All the subsidiaries are inactive
        except for Safari Group Safety Products, Inc. which is a research and
        development company.
 
 During
        late fiscal 2003 and into fiscal 2004, the Company decided to change its
        strategy from the manufacture and distribution of disposable cameras, recoil
        pads and self sealing targets to concentrate on research and development
        of fire
        safety equipment. Due to this change in strategy, the Company now considers
        itself a Development Stage Company.
 
 **Note
        2 - Summary of Significant Accounting Policies:**
 **Consolidation**
 The
        accompanying Consolidated Financial Statements include the accounts of the
        Company and all its wholly owned subsidiaries. All material intercompany
        transactions and balances have been eliminated in consolidation.
 **Property
        and Equipment**
 Property
        and equipment are recorded at cost and depreciated using the straight-line
        method over their estimated useful lives. The cost of maintenance and repairs
        is
        charged to operations as incurred.
 
 **Intangibles**
 The
        Company follows Statement of Financial Accounting Standard No. 144, Impairment
        of Long-lived Assets, by reviewing such assets for impairment annually or
        whenever events or changes in circumstances indicate that the carrying amount
        may not be recoverable. During 2005, the Company determined that its prepaid
        consulting and patent costs were impaired. For the year ended December 31,
        2005
        the Company wrote off prepaid consulting and its patents costs in the amount
        of
        $8,466.
 
 **Income
        Taxes**
 The
        Company records deferred income taxes using the liability method. Under the
        liability method, deferred tax assets and liabilities are recognized for
        the
        expected future tax consequences of temporary differences between the financial
        statement and income tax basis of the Company’s assets and liabilities. An
        allowance is recorded, based on currently available information, when it
        is more
        likely than not that any or all of a deferred tax asset will not be realized.
        The provision for income taxes include taxes currently payable, if any, plus
        the
        net change during the period presented in deferred tax assets and liabilities
        recorded by the Company
  **Per
        Share Data**
 The
        Company has adopted the standards set by the Financial Accounting Standards
        Board and computes earnings per share data in accordance with SFAS No. 128
        “Earning per Share.” The basic per share data has been computed on the loss for
        the period divided by the historic weighted average number of shares of common
        stock outstanding. All potentially dilutive securities have been excluded
        from
        the compilation since they would be antidilutive.
  **Estimates
        and Assumptions**
 Preparing
        financial statements in conformity with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the reported
        amounts of assets, liabilities, revenue, and expenses at the balance sheet
        date
        and for the period then ended. Actual results could differ from these
        estimates
 
 **Reclassification**
  Certain
        items reflected in the balance sheet, statement of operations, and cash flow
        statements have been reclassified to reflect the Company’s change in strategy
        and the change to a development stage company.





***Page
          - 23***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** )


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**











**Note
      3 - Development Stage Operations**


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





**Note
      4 - Income Taxes**


There
      is
      no provision for federal or state income taxes for the years ended December
      31,
      2005 and 2004 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 December 31, 2005
      and
      2004 consist of the following:




2005
            
            2004Net
              Operating Loss Carryforward
            
            $
            1,244,800
            
            $
            1,160,000Property
              and Equipment
            
            
            
            
            
            (2,500
            )1,244,800
            
            
            1,157,500Valuation
              Allowance
            
            
            (1,244,800
            )
            
            (1,157,500
            )$
            -0-
            
            $
            -
              0
              -





As
      of
      December 31, 2005, the Company has a net unused operating loss carryforward
      of
      approximately $3,300,000, which expire in various years from 2008 through
      2025.





**Note
      5 - Notes Payable**


**Convertible
      Notes Payable**


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





**Notes
      Payable**


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





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





**Note
      6- Loan Stockholders**


During
      the year ended December 31, 2005, Mrs. Berger a major stockholder of the Company
      loaned the Company $3,912 for a total of $110,712.





During
      the year ended December 31, 2005, Mr. Henry Steeneck, a major stockholder of
      the
      Company loaned the Company $60,000 for a total of $145,400 which has been used
      for working capital.





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









***Page
          - 24***




**SAFARI
      ASSOCIATES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY** )


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Note
        7- 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. During 2005, the president waived his
        compensation for the fourth quarter of 2005.
 
 **Product
        Liability**
 Certain
        of the Company's products and proposed products will be in the safety field
        where the Company could be subject to claims from injuries resulting from
        use of
        the Company's products. Recent developments in the insurance industry have
        reduced the availability and increased the cost of liability insurance coverage.
        At present, the Company is self-insured for product liability claims.
  **Note
        8 - Going Concern**
 
 As
        of
        December 31, 2005, the Company had a working capital deficit of $1,641,550
        and a
        stockholder’s deficit of $1,641,550. In addition, the Company has no significant
        operations to sustain themselves. The Company has changed strategy from a
        manufacturing and sales operation to perform research and development on
        products that have a patent and other products which may be patentable. The
        above facts and circumstances raise substantial doubt about the Company’s
        ability to continue as a going concern.
 
 The
        Company is currently exploring different methods of raising additional equity
        capital through private placements, loans from stockholders or by other means.
        There is no assurance that the Company will be successful in its efforts
        to
        raise additional capital. Even if the Company is successful in raising
        additional capital, there is no assurance that it will be sufficient for
        the
        Company to be able to continue as a going concern
  **Note
          9- Subsequent Events**
 Subsequent
          to year end, there has been a change in the Chairman of the Board of Directors
          and President of the Company. For the past few years such individuals have
          provided most of the working capital for the Company.


***Page
          - 25***