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

                                  FORM 10-KSB/A

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

                  For the fiscal year ended December 31, 2003.

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

          13 Eastbourne Drive, Chestnut Ridge, New York       10977
          ---------------------------------------------       -----
             (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, 2003 is $102,553. 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 19, 2003 amounted to
$136,732.

The number of shares outstanding of each of the registrant's classes of common
stock as of December 31, 2003 was 1,485,034 shares.

                                   FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2003
                                TABLE OF CONTENTS

                                     Part I
                                                                            Page
Item 1.  Description of Business.                                             3

Item 2.  Description of Property.                                             5

Item 3.  Legal Proceedings.                                                   6

Item 4.  Submission of Matters to Vote of Security Holders.                   6

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters             6

Item 6.  Management's Discussion and Analysis or Plan of Operation.           7

Item 7.  Financial Statements.                                                8

Item 8.  Changes in and Disagreements With Accountants Accounting
         And Financial Disclosure.                                            9

                                    PART III

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

Item 10. Executive Compensation.                                             10

Item 11. Security Ownership of Certain Beneficial Owners and Management.     10

Item 12. Certain Relationships and Related Transactions.                     11

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

Signatures                                                                   13
                                     PART 1


                                       2
<PAGE>

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, Articles of Amendment to the Articles of  Incorporation.were
filed to change its name from Mag Enterprises, Inc., to Safari Associates, Inc.

The Company now has seven wholly owned subsidiaries.  Safari Camera Corporation,
Photography For Evidence, Inc., Impact Dampening Technology, Inc., Safari Target
Corporation,.   and  Shoothru,  Inc.,  Safari  Boat  Company,  and  Safari  Lure
Company(The last two which have been inactive for several years).

Safari Camera  Corporation,  a New York  corporation,  was organized on March 2,
1998.  Safari  Camera  Corporation  was in the business of reloading  single-use
(disposable)   cameras  which  it  sold  to  distributors,   retailers  and  for
promotions.  The Company  would  purchase 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  were  purchased  from  battery  and film
manufacturers  and  distributors.  These reloaded  single-use  cameras were 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.  In fiscal year 2003, the Company  discontinued its
reloading  operations  and  contracted  this part of its business to independent
contractors  that provide the camera shells,  batteries and film and deliver the
reloaded cameras to the Company to complete the required  packaging and shipment
of the finished  products.  Safari Camera  Corporation use to reload  single-use
cameras for Smith & Wesson(R)  Cameras.  As the  Company's  license with Smith &
Wesson  Corporation was not renewed,  Safari Camera  Corporation no longer makes
the Smith & Wesson(R) single-use law enforcement camera.

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(R)  Cameras on  December  17,  1997.  Smith &  Wesson(R)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(R)  brand  name.  Smith  &  Wesson(R)   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.  During fiscal year 2003, the Company decided not to renew its license
with Smith & Wesson  Corporation and discontinued the sale of single-use cameras
under the Smith & Wesson(R)  trade  name.  Also,  because of lack of sales,  the
United   States   General   Services   Administration   terminated   contract  #
GS-07F-0434K.

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(R)  Recoil Pad  Company  on  February  10,  1998.  Smith &
Wesson(R)  Recoil Pad Company has an  exclusive  license  from Smith & Wesson(R)
Corp., to make, use and sell recoil pads under the Smith & Wesson(R) 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(R)  shoulder recoil pad
to federal and state law  enforcement  agencies.  During  Fiscal year 2003,  the
Company decided not to renew its license with Smith & Wesson Corporation to sell
recoil pads under the Smith & Wesson(R)  trade  name.  Also,  because of lack of
sales the United States General Services  Administration  terminated  contract #
GS-07F-0434K. The Company is not now in the business of selling recoil pads.

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(R)  Targets on August  20,  1999.  Smith & Wesson
Targets(R) had an exclusive  license from Smith & Wesson Corp.,  to make use and
sell targets under the Smith & Wesson(R) brand name.  Smith & Wesson(R)  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(R) self sealing targets to federal and
state law enforcement agencies. During the fiscal year 2003, the Company decided
not to renew its license with Smith & Wesson  Corporation  to sell  self-sealing
targets under the Smith & Wesson(R)  trade name.  The Company is now selling its
self-sealing targets under the name Safari Associates, Inc.


                                       3
<PAGE>

The Company solicits its customers  through sales  representatives,  direct mail
and  through  e-commerce.  During  fiscal  year 2002,  Sierra  Sales & Marketing
accounted for more than fifty percent of the company's  business.  During fiscal
year 2003,  the Company  lost Sierra  Sales & Marketing as its customer and as a
result  its  single-use  camera  business  lost more than 50% of its  single-use
camera business.

The Company  averages one full time employee and three part time employees.  The
only full time employee of the Company is its President,  Morton Berger.  Steven
Steeneck,  the  Company  CEO is a part  time  employee.  The other two part time
employees devote  approximately  ninety-five  (95%) percent of their time to the
operations of Safari Camera Corporation.  The remainder of their time is devoted
to  the  businesses  of the  other  operating  wholly  owned  subsidiaries.  The
operations  of the  Company  and its 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.

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 Safari Target
Corporation.

On January 1, 1998, Smith & Wesson Corp.,  Springfield,  Massachusetts,  granted
Safari  Enterprises,  Inc., an exclusive Trademark License to make, use and sell
single-use and conventional film using still cameras under the Smith & Wesson(R)
brand name in the United States,  its  possessions  and Canada.  The term of the
license was from  January 1, 1998 to June 30, 2001 and was  extended to June 30,
2003.  On January 12,  1998,  the License was amended by adding  recoil pads for
firearms  effective  January 1, 1998.  On May 18, 1999,  the License was further
amended to include targets for firearms  effective  January 1, 1998. The license
had an expiration date of June 30, 2003.  During fiscal year 2003, none of these
licenses  with Smith &  Wesson(R)  Corporation  were  renewed and the Company no
longer sells any Smith & Wesson(R) branded products.

On February 3, 2002, the Company  leased a plant in Greenwood,  Indiana in which
it would produce  Molecuthane(TM)  products  Molecuthane(TM)  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(TM),
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(TM).  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.
During fiscal year 2002, the Company discontinued operations out of the plant in
Greenwood,  Indiana. Because of lack of capital, the Company has stopped further
work on the development of Molecuthane(TM) products.

In November, 2001, the Company granted Archangel International,  Inc., exclusive
distribution  of its  Molecuthane(TM)  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 Company is not in  production of its  Molecuthane(TM)  body armor
inserts at this time.  During  fiscal  year 2003,  the  Company  terminated  its
distribution agreement with Archangel International,  Inc. Also, because of lack
of capital the Company is not now attempting to develop inserts for bullet proof
vests.


                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

The Current  principal  office of the Company is 13 Eastbourne  Drive,  Chestnut
Ridge,  New York.  The principal  office and plant of the Company and its wholly
owned  subsidiaries was located at 64 Edson Street,  Amsterdam,  New York. It is
the location where Safari Camera Corporation  reloaded  single-use  (disposable)
cameras, stored inventories and from which its shipped the products produced and
distributed  by the  Company  and its  wholly  owned  subsidiaries.  The  entire
building was occupied by the Company and its wholly owned subsidiaries.

ITEM 3. LEGAL PROCEEDINGS.

      None

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

A Proxy  Statement  pursuant to Section 14(A) of the  Securities Act of 1934 was
filed with the United States Securities and Exchange  Commission on February 25,
2003.  Pursuant  to said Proxy  Statement a meeting of the  stockholders  of the
Company was held on March 17, 2003 at No. 13 Eastbourne Drive, Spring Valley, NY
at  10:00A.M..  A  majority  of the  stockholders  of  record as of the close of
business on February 19, 2003 attended said meeting either personally,  by proxy
or by mailing in their vote. A quorum was present as required by the Certificate
of  Incorporation  and By-Laws of the Company.  At the meeting a majority of the
stockholders  voted  in  favor of  adopting  an  amendment  to the  Articles  of
Incorporation  to effect a reverse stock split in which each common  shareholder
would receive one share for each ten (1:10) shares owed immediately prior to the
adoption of the  amendment  and elected four  directors to serve for the ensuing
year.

                                     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
"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 prices for
the  Company's  Common Stock on the OTC  Bulletin  Board during the fiscal years
2002 and 2003.

Fiscal 2003                          High             Low
-----------
March 31, 2003                       $0.15            $0.05
(After a 1 for 10 reverse split)
June 30, 2003                        $1.25            $0.26
September 30, 2003                   $0.26            $0.28
December 31, 2003                    $0.26            $0.25

Fiscal 2002                          High             Low
-----------
March 31, 2002                       $0.36            $0.32
June 30, 2002                        $0.235           $0.21
September 30, 2002                   $0.07            $0.055
December 31, 2002                    $0.054           $0.048


                                       5
<PAGE>

The source of this  information  for  fiscal  year 2002 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.  The  source  of this
information  for fiscal  year 2003 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, 2003, 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 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.

During January, 2002, Morton Berger converted his loan plus additional funds for
a total of $18,000 into 128,000 shares of restricted common stock.

Also, during January, 2002, one of the Company's note holders converted his note
plus interest  accrued on the note for a total of $5,500 into 20,000  restricted
shares of the Company's  Common Stock. The conversion and issuance is considered
exempt by reason of Section 4(2) of the Securities Act of 1933, as amended.

In March, 2002, the Company issued 298,872 shares of its restricted Common Stock
to  four  (4)  individual  investors  for  total  proceeds  of  $37,000.00.  The
individuals each executed an investment  letter upon which the Company relied to
establish  that the  transactions  were  exempt  from  registration  pursuant to
Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter
was involved in the  transactions  and no commission was paid. The proceeds were
used for working capital.

In  December,  2002,  the  Company  issued a total of  1,549,180  shares  of its
restricted Common Stock to three investors, Henry Steeneck, Stephen Steeneck and
J. James Bruno II, for a total of $37,000.  The  investors  executed  investment
letters upon which the Company  relied to establish that the  transactions  were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended.  No broker or underwriter  was involved in the  transactions  and no
commissions were paid. The proceeds were used for working capital.

On January 23, 2003, the Company issued 350,000 shares of its restricted  Common
Stock to Stephen  Steeneck  at $0.035 per share for a total of  $12,250.00.  Mr.
Steeneck  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. The proceeds were used
for working capital.

On January 24, 2003, the Company issued 350,000 shares of its restricted  Common
Stock to Henry  Steeneck  at $0.035  per share  for a total of  $12,500.00.  Mr.
Steeneck  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. The proceeds were used
for working capital.

All of the above transactions took place prior to a ten for one reverse split of
the  Company's  Common Stock that became  effective on March 17, 2003 and do not
reflect the reverse split.


                                       6
<PAGE>

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

Revenue for the year ended December 31, 2003 was $102,553, a decrease of $29,820
or 22.5% from the year ended December 31, 2002.  There were several factors that
contributed to this decrease.  The Company,  being short on funds,  concentrated
primarily  on  selling  the Smith and  Wesson  cameras  sold to law  enforcement
agencies  which  generate a profit margin  greater than selling to private label
distributors.  In general,  the weakness of the economy especially in the travel
and  leisure  industry  where the Company  sells the  majority of its single use
cameras also decreased.  The Company has not invested any resources  towards the
production  and sale of targets  and recoil  pads;  therefore  those  sales were
minimal.

Cost of sales for the year  ended  December  31,  2003 was  123.0%  of  revenues
resulting in a gross loss of 23.0%, a reduction from the year ended December 31,
2002 where the gross loss was 7.8%.  The Company wrote off its  inventory  which
consisted  of  camera  shells  and  other  items  as well as  prepaid  packaging
materials  for  products  which are no longer being  produced.  The write off of
inventory and prepaid  packaging  totaled  $57,519  which  increased the cost of
sales by 56.1%.  Instead,  the  Company has  reduced  labor costs by  purchasing
assembled  single use cameras from another  manufacturer  and then packaging and
shipping the products.  Until that time when the volumes increases  sufficiently
to produce the single use cameras more profitably,  the Company will continue to
purchase assembled single use cameras.

Total operating  expenses for the year ended December 31, 2003 were $299,163,  a
decrease  of  $99,583  from  the year  ended  December  31,  2002.  General  and
administrative   expenses  decreased  by  approximately   $113,626.   The  major
categories  of  decreases  were;  legal  expenses,  which  decreased by $31,000;
consulting fees decreased by approximately $12,000 and rent expense decreased by
approximately  $12,000.  Research  and  development  expenses for the year ended
December  31,  2003 were  $17,014,  a decrease  of  $40,736.  The  decrease  was
attributed to the lack of funds to continue the development of molecuthane(R).

During  2003,  the Company  wrote off  goodwill of $21,883  associated  with the
purchase of Shootru Inc.,  which the Company  determined that the carrying value
of the asset may not be  recoverable.  In  addition,  the Company  wrote off the
value of an option to repurchase  the  facilities in Amsterdam,  New York due to
the lack of funds and interest in reacquiring the facilities.

Interest expense for the year ended December 31, 2003 was $46,930, a decrease of
$5,304  over  the  year  ended  December  31,  2002  due  to the  assumption  of
liabilities by one of the stockholders which interest was being charged.

Liquidity and Capital Resources

As of December 31, 2003, the current liabilities  exceeded the current assets by
approximately  $620,000.  The Company has  primarily  relied on the  proceeds of
private  placements  to fund  operations  and the  issuance of common  stock for
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.

Management  believes that its asset, the Flame Tame(TM) is its most viable asset
upon which to build the future of the  Company.  During the past two years,  the
Company  has  had  two  different  working  prototypes  of  the  Flame  Tame(TM)
manufactured and tested. Although the Company is satisfied with the operation of
the second prototype it is now designing 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  Tame(TM)  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  and is
seeking capital that is required for its completion.  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
Tame(TM) 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.


                                       7
<PAGE>

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,
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.

Subsequent  to the year end,  the  Company  retained  Linder & Linder  Certified
Public   Accountants  to  perform  the  December  31,  2003  audit  because  the
predecessor  auditor  was not  registered  with the  Public  Company  Accounting
Oversight  Board.  There  were no  disagreements  with the prior  accountant  on
accounting and financial disclosures.

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 our internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.

ITEM 8B. OTHER INFORMATION

      None.


                                       8
<PAGE>

                                    PART III

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

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

Morton Berger         73       President/CFO/Director                1986

Lillian Berger        71       Secretary/Treasurer/Director          1986

Stephen Steeneck      35       Chief Executive Officer               2002

Michael A. Konecny    46       Director                              2003

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.  Stephen  Steeneck  and Michael  Konecny were elected to the Board of
Directors  by a vote of a majority of the  Shareholders  of the Company on March
28,  2003.  Mr.  Steeneck is not  reflected  as a Director in this  report,  and
Michael  Konecny is not listed in this table as they did not hold such positions
in fiscal year 2001

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.  The
current Board has nominated Mr. Steeneck to sit on our Board.

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.


                                       9
<PAGE>

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.

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 has been filed
with this 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:  Morton Berger,  13 Eastbourne  Road,  Chestnut Ridge NY
10977 The Company's telephone number is (845) 425-6484.

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 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.)


                                       10
<PAGE>

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.

<TABLE>
<CAPTION>
                  Name and Address of                Amount and Nature (1)         Percent
Title of Class     Beneficial Owner                   Of Beneficial Owner        of Class (2)
--------------     ----------------                   -------------------        ------------
<S>               <C>                                <C>                             <C>
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                     110,000                          7.40%
                  2676 Old Yorktown Road
                  Yorktown Heights, NY 10598

Common            Stephen Steeneck   (5)             110,000                          7.40%
                  2676 Old Yorktown Road
                  Yorktown Heights, NY 10598

                  Michael Konecny                      -0-                             -0-
                  15 Constitution Drive
                  Leonardo, NJ 07737

                  -----------------------
                  Includes all Officers and
                  Directors of the Company
                  As a group (2 persons)(6)          680,730                         45.82%
</TABLE>

(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 1,485,034  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 of the Company.

(6)   Stephen  Steeneck  and  Michael  Konecny  were  elected  to the  Board  of
      Directors  by a vote of a majority of the  Shareholders  at the  Company's
      annual meeting on March 28, 2003.


                                       11
<PAGE>

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                                        PAGE

    Report of Independent Registered Public Accountant Accounting Firm    F-1

    Report of Independent Auditor                                         F-2

    Consolidated Balance Sheet as of December 31, 2003.                   F-3

    Consolidated Statements of Operations for the Years ended
       December 31, 2003 and 2002.                                        F-4

    Consolidated Statements of Stockholders' (Deficit)  for the
    Years ended December 31, 2003 and 2002.                               F-5

    Consolidated Statements of Cash Flows for the Years
       Ended December 31, 2003 and 2002.                                  F-6

    Notes to Financial Statements.                                        F-7-13


EXHIBIT NUMBER                     DESCRIPTION
--------------------------------------------------------------------------------
14.1                Code of Ethics and Business Conduct

21.1                List of Subsidiaries

31.1                Certification by Dr. Jan Stahl,  Chief Executive Officer and
                    Chief  Financial  Officer,  pursuant  to Section  302 of the
                    Sarbanes-Oxley Act of 2002.

32.1                Certification by Dr. Jan Stahl,  Chief Executive Officer and
                    Chief  Financial  Officer,  pursuant  to Section  906 of the
                    Sarbanes-Oxley Act of 2002.

(c) Reports on Form 8-K.

      None.


                                       12
<PAGE>

                                   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.


                                        By /s/ Morton Berger
                                        ----------------------------------------
                                        MORTON BERGER, PRESIDENT

Date: April 5, 2005

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 5, 2005                   By: /s/  Morton Berger
                                            ------------------------------------
                                            Morton Berger  Director


Date:   April 5, 2005                   By: /s/  Lillian Berger
                                            ------------------------------------
                                            Lillian Berger, Director


Date:   April 5, 2005                   By: /s/  Stephen Steeneck
                                            ------------------------------------
                                            Stephen Steeneck, Director


                                       13
<PAGE>

             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  as of  December  31,  2003 and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows for the year ended December 31, 2003.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  based upon these  financial  statements  on our audits.  The  financial
statements of Safari  Associates  Inc. for the year ended December 31, 2002 were
audited by other auditors whose report dated March 30,2003,  on those statements
included an  explanatory  paragraph  that the Company had  recurring  losses and
limited  capital  resources which raised  substantial  doubt about the Company's
ability to continue as a going concern.

We  conducted  our audit 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 audit  provides 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, 2003 and the results of their  operations
and their cash flows for the year ended  December  31, 2003 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 11 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 11. 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
December 31, 2004


                                      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, 2002 the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year ended December 31, 2002. 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, 2002 and the results of their operations
and their cash flows for the period ended December 31, 2002 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 21, 2003


                                      F-2

<PAGE>

                             SAFARI ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003

                                                                        2003
                                                                    -----------
                                     ASSETS

CURRENT ASSETS:
Cash                                                                $     1,542
Accounts Receivable                                                       2,351
Prepaid Expenses                                                         15,800
                                                                    -----------
         Total Current Assets                                            19,693
                                                                    -----------
PROPERTY, PLANT AND EQUIPMENT:
Net of accumulated depreciation of $33,412                                9,720
OTHER ASSETS:
Other Assets                                                             26,671
                                                                    -----------

         Total Assets                                               $    56,084
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Notes Payable                                                       $    15,000
Accounts Payable                                                        273,684
Payroll and Other Taxes Payable                                          27,230
Accrued Expenses                                                        323,924
                                                                    -----------
         Total Current Liabilities                                      639,838
                                                                    -----------
OTHER LIABILITIES:
Convertible Notes Payable                                               505,500
Loan -Stockholders                                                      145,162
                                                                    -----------
         Total Other Liabilities                                        650,662
                                                                    -----------
         Total Liabilities                                            1,290,500
                                                                    -----------
Commitments and Contingencies - Note 10
STOCKHOLDERS' (DEFICIT):
Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   outstanding 1,485,034 shares                                           1,485
Additional Paid-in Capital                                            1,980,474
Retained (Deficit)                                                   (3,216,375)
                                                                    -----------
         Total Stockholders (Deficit)                                (1,233,416)
                                                                    -----------
         Total Liabilities and Stockholders' (Deficit)              $    56,084
                                                                    ===========

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


                                      F-3
<PAGE>

                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                         2003           2002
                                                     -----------    -----------

Revenue                                              $   102,553    $   132,373
Cost of Sales                                            126,137        142,763
                                                     -----------    -----------
Gross (Loss)                                             (23,584)       (10,390)
                                                     -----------    -----------

OPERATING EXPENSES:
Selling Expenses                                          17,805         24,909
General and Administrative Expenses                      202,461        316,087
Write off of Goodwill                                     21,883             --
Write off option to repurchase property                   40,000             --
Research and Development Costs                            17,014         57,750
                                                     -----------    -----------
         Total Operating Expenses                        299,163        398,746
                                                     -----------    -----------

Net (Loss) from Operations                              (322,714)      (409,136)

Interest Expense                                         (46,930)       (52,234)
                                                     -----------    -----------

Net (Loss) before Provision For Income Taxes            (369,677)      (461,370)

Provision for Income Taxes                                    --             --
                                                     -----------    -----------

         Net (Loss)                                  $  (369,677)   $  (461,370)
                                                     ===========    ===========

Net (Loss) Per Common Share                          $      (.25)   $      (.50)
                                                     ===========    ===========

Weighted Average Shares Outstanding                    1,478,274        919,851
                                                     ===========    ===========

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


                                      F-4
<PAGE>

                             SAFARI ASSOCIATES, INC.
                 CONSOLIDATED STATEMENTS STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                      Common Stock              Additional
                                                     Par Value $.001              Paid-In        Retained
                                                 Shares           Amount          Capital        (Deficit)
                                              -----------      -----------      -----------     -----------
<S>                                           <C>              <C>              <C>             <C>
Balance January 1, 2002                         9,331,712      $     9,332      $ 1,640,361     $(2,385,328)

Shares issued for consulting services           1,450,000            1,450          101,550
Shares issued by private placement              2,848,051            2,848          165,397
Shares issued conversion of note and loan         148,000              148           23,352
Net (Loss)                                             --               --               --        (461,370)
                                              -----------      -----------      -----------     -----------

Balance December 31, 2002                      13,777,763           13,778        1,930,660      (2,846,698)

Shares issued for consulting services             372,024              372           12,649
Shares issued by private placement                700,000              700           23,800
Reverse stock split (1 for 10)                (13,364,753)         (13,365)          13,365
Net (Loss) for the year                                                                            (369,677)
                                              -----------      -----------      -----------     -----------

Balance December 31, 2003                       1,485,034      $     1,485      $ 1,980,474     $(3,216,375)
                                              ===========      ===========      ===========     ===========
</TABLE>

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


                                      F-5
<PAGE>

                             SAFARI ASSOCIATES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                          2003           2002
                                                       ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                      $(369,677)     $(461,370)
Adjustment to Reconcile Net Income (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                        8,263          6,843
      Write off of goodwill                               21,883             --
      Write off of option to repurchase property          40,000             --
      Stock issued for services                           13,021        103,000
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                    28,364          5,187
   Inventory                                              37,792         28,315
   Prepaid Expenses and Other Assets                      21,743         14,393
   Accounts Payable                                      (10,968)           238
   Payroll and Other Taxes Payable                        (1,099)         4,619
   Accrued Expenses                                      118,730        124,117
                                                       ---------      ---------

         Net Cash Used in Operating Activities           (91,948)      (174,658)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, Plant and Equipment                                            (7,885)
                                                       ---------      ---------
         Net Cash Used in Investing Activities                --         (7,885)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock                                  24,500        168,245
Loans Stockholder                                         49,022         24,009
                                                       ---------      ---------
         Net Cash Provided by Financing Activities        73,522        192,254
                                                       ---------      ---------

Net Increase (Decrease) in Cash                          (18,426)         9,711

Cash - Beginning of Year                                  19,968         10,257
                                                       ---------      ---------

Cash - End of Year                                     $   1,542      $  19,968
                                                       =========      =========

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


                                      F-6
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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(R)  Cameras,  sells  recycled  single  use  cameras  to  law  enforcement
agencies; Impact Dampening Technology, Inc., doing business under the name Smith
& Wesson(R) Targets, to manufacture and sell targets. In March 1998, the Company
acquired Shoothru, Inc., a company that developed and designed a product line of
self-sealing reactive targets. During 2003, the Company decided not to renew its
license with Smith & Wesson  Corporation and in doing so discontinued  using the
name of Smith & Wesson(R) on its products

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. 144,  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

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


                                      F-7
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  3  -  OTHER ASSETS

Other assets include the following:
Prepaid consulting                                    $23,151
Trademarks                                              1,115
Security deposits                                       2,405
                                                      -------
                  Total                               $26,671
                                                      =======

Prepaid  consulting expense arose from two issuances totaling 500,000 restricted
shares of the Company's  common stock valued at $79,000 which is being amortized
over the life of the  contract.  The shares  issued  were fully  vested upon the
execution of the contract.

NOTE 4 - INCOME TAXES

There is no  provision  for  federal or state  income  taxes for the years ended
December  31,  2003 and 2002 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 30, 2003 and 2002 consist of the following:

                                                      2003             2002
                                                  -----------      -----------

      Net Operating Loss Carryforward             $ 1,165,000      $ 1,040,000

      Property and Equipment                            2,500            3,000
                                                  -----------      -----------

                                                    1,167,500        1,043,000

      Valuation Allowance                          (1,167,500)      (1,043,000)
                                                  -----------      -----------

                                                  $         0      $         0
                                                  ===========      ===========

As  of  December  31,  2003,  the  Company  has  a  net  unused  operating  loss
carryforward  of  approximately  $2,900,000,  which expire in various years from
2003 through 2023.

NOTE 5 - NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE

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

On August 9, 2001, the Company and three  individuals  agreed to convert a total
of  $460,500  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 $.25 per share.
The notes have been extended on a month to month basis by mutual  consent of the
parties.

NOTES PAYABLE

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

NOTE 6 - GOODWILL

During 2003, the Company  determined  that goodwill which had been recorded when
the acquired  Shootru Inc. was no longer  recoverable  and therefore the Company
recorded a charge to income of  $21,883,  that  being the value of the  goodwill
prior to the charge.


                                      F-8
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7- OPTION TO REPURCHASE PROPERTY

As of December  31,  2003,  the Company  determined  that they no longer had the
ability and that they no longer needed to reacquire the premises on which it had
an option.  The option allowed the Company to reacquire the property for $92,000
any time prior to June 19,2004.  As a result , the Company has recorded a charge
to income of $40,000,  which was the value of the 200,000  restricted  shares of
common stock issued for the option.

NOTE 8- LOAN STOCKHOLDERS

During 2002, Mrs. Lillian Berger, a major stockholder and  Secretary/Director of
the Company  loaned the Company a total of $23,048.  During  2003,  Mrs.  Berger
loaned  the  Company an  additional  $3,622 and  personally  assumed  $73,092 of
liabilities which were previously owed by the Company.  At December 31, 2003 the
total amount due to Mrs. Berger was $99,762.

During 2003, Mr. Stephen Steeneck,  the Chief Executive Officer ("CEO)/ Director
of the Company  loaned to the Company a total of $45,400 which has been used for
working capital.

NOTE 9 COMMON STOCK

On March 17, 2003 , the shareholders of the Company approved an amendment to the
Articles of  Incorporation  to effect a reverse stock split in which each holder
of common  stock  would  receive  one share for each 10 shares held prior to the
adoption of the amendment.  All share amounts in the financial  statements  have
been restated to reflect this reverse stock split.

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  400,000  shares of Common Stock into
which the stock options  could be exercised  for an exercise  price of $1.50 per
share,  or at the lowest sales price 30 days prior to exercising the option.  In
February 2002, Mr. Neuhaus exercised an option for 33,333 shares of common stock
and paid the Company $50,000.

In March 2002,Mr.  Neuhaus  exercised  another  option for an additional  66,667
shares of the Company's common stock for which the Company received $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 75,000  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 18,000 shares of Common Stock pursuant to the Plan, valued at $1.50 per
share, to a consultant in exchange for legal services.

During January 2002, Mr. Morton Berger  converted his loan plus additional funds
for a total of $18,000 into 12,800 shares of restricted common stock.

During  January 2002,  one of the note holders  converted his note plus interest
accrued on the note for a total of $5,500  into 2,000  restricted  shares of the
Company's common stock.

In March 2002,  the Company issued 29,887  restricted  shares of common stock to
four  individuals  for a total of $31,087.  In June,  2002,  the Company  issued
35,000 shares of common stock pursuant to the Company's Consultant  Compensation
Plan for research and development costs valued at $1.00 per share.

In July,  2002, the Company issued 50,000 shares of common stock pursuant to the
Company's Consultant Compensation Plan for financial services valued at $.30 per
share


                                      F-9
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9-COMMON STOCK (CONTINUED)

On January 23,  2003 , the Company  issued  35,000  restricted  shares of common
stock to Mr. Stephen Steeneck "CEO" of the Company for a total of $12,500.

On January 24,  2003 , the Company  issued  35,000  restricted  shares of common
stock to Mr. Henry Steeneck "CEO" of the Company for a total of $12,500.

On January 24,  2003 , the Company  issued  37,202  restricted  shares of common
stock for professional services valued at $.35 per share or $13,021.

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(R)
brand name in the United States,  its  possessions  and Canada.  The term of the
License is from  January 1, 1998 to January  30,  2001.  The  license  agreement
provides that Safari  Enterprises,  Inc. will pay Smith & Wesson Corp. a minimum
royalty of $15,000 the first eighteen months; $25,000 the next twelve months and
$35,000 the final twelve months. The minimums royalties 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.

During the  licensing  period the parties  agreed to amend the agreement for the
inclusion  of  different   products  without   increasing  the  minimum  royalty
obligation.

The  original  license  which  expired on January 30, 2001 was  extended  for an
additional  two years and the minimum  annual royalty for all three licenses was
$10,000 per year.  During  fiscal  2003,  the  Company  decided not to renew its
license  with the Smith & Wesson  Corporation  and is now selling  its  products
under the Safari name.

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.

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.


                                      F-10
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - GOING CONCERN

As of December 31, 2003, the Company had a working  capital  deficit of $620,145
and a  stockholder's  deficit of  $1,233,416.  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 a private  placement 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 12 - SUPPLEMENTAL DISCLOSURES TO CASH FLOW STATEMENT

                                                       2003         2002
                                                     --------      -------
      Cash Paid During the Period For:
         Interest                                    $     --      $11,834


                                      F-11