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, 2002.

                        Commission file number 0-30215

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

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


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

                  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]

Revenue for the fiscal year ended December 31, 2002 is $132,373.
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 24, 2003 amounted to $1,010,457.48.

The number of shares outstanding of each of the registrant's classes
of common stock as of December 31, 2002 was 13,777,763  shares.

                   DOCUMENTS INCORPORATED BY REFERENCE

                                 None

                                 FORM 10-KSB
                    FISCAL YEAR ENDED DECEMBER 31, 2001

                              TABLE OF CONTENTS

                                     Part I

                                                                     Page

Item 1.  Description of Business.                                       3

Item 2.  Description of Property.                                       6

Item 3.  Legal Proceedings.                                             7

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

                                     Part ll

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

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

Item 7.  Financial Statements.                                         10

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

                                     Part lll

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

Item 10. Executive Compensation.                                      11

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

Item 12. Certain Relationships and Related Transactions.              12

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

Signatures                                                            13

                                      PART 1

Item 1. Description of Business

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

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

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

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

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

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

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

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

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

Impact Dampening Technology, Inc., a New York corporation, was
organized on January 29, 1998. The company filed a Certificate of
Doing Business under the name Smith & Wessonr Recoil Pad Company on
February 10, 1998. Smith & Wessonr Recoil Pad Company has an
exclusive license from Smith & Wessonr Corp., to make, use and sell
recoil pads under the Smith & Wessonr 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 & Wessonr shoulder recoil pad
to federal and state law enforcement agencies.

Safari Target Corporation was organized under and pursuant to the
laws of the State of New York on August 2, 1999. It filed a
Certificate of Doing Business under the name Smith & Wessonr Targets
on August 20, 1999. Smith & Wesson Targetsr has an exclusive license
from Smith & Wesson Corp., to make use and sell targets under the
Smith & Wessonr brand name. Smith & Wessonr 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 & Wessonr
self sealing targets to federal and state law enforcement agencies.

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

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

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

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

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

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

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

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

On January 1, 1998, Smith & Wesson Corp., Springfield, Massachusetts,
granted Safari Enterprises, Inc., an exclusive Trademark License to
make, use and sell single-use and conventional film using still
cameras under the Smith & Wessonr brand name in the United States,
its possessions and Canada. The term of the license is from January
1, 1998 to June 30, 2001. The  license agreement provides that Safari
Enterprises, Inc., will pay Smith & Wesson Corp.,  a minimum royalty
of $15,000 the first eighteen months; $25,000 the next twelve months
and $35,000 the final twelve months. The minimums are to be paid
against a royalty of 5% of net sales, whichever is greater. By oral
agreement, the minimum royalty had been kept at $8,664 a year during
the term of the license agreement to December 31, 2000 and $2,500 a
quarter thereafter. That minimum payment has been made and accepted
during the entire life of the license agreement. The license
agreement further provides that Safari Enterprises, Inc. can assign
the license to an affiliate company under the same control as Safari
Enterprises, Inc. On January 12, 1998, the License was amended by
adding recoil pads for firearms effective January 1, 1998. The
minimum royalty was not increased and covered both products. On May
18, 1999, the License was further amended to include targets for
firearms effective January 1, 1998. Again, the minimum royalties were
not increased and covered all three products. On November 25, 1997
the Company organized a wholly owned subsidiary, Photography For
Evidence, Inc., under the laws of the state of New York. On December
17, 1997, Photography For Evidence, Inc. filed a Certificate of Doing
Business under the name Smith & Wessonr Cameras. The License
Agreement was assigned the Smith & Wessonr Cameras. On January 29,
1998, the Company organized a wholly owned subsidiary, Impact
Dampening Technologies, Inc., a New York corporation. On February 10,
1998, Impact Dampening Technologies, Inc. filed a Certificate of
Doing Business under the name Smith & Wessonr Recoil Pad Company.
Safari Enterprises, Inc. assigned its exclusive recoil pad license to
Smith & Wessonr Recoil Pad Company. On August 2, 1999 the Company
organized Safari Target Corporation under the laws of the State of
New York. On August 20, 1999, Safari Target Corporation filed a
Certificate of Doing Business under the name Smith & Wessonr Targets.
Safari Enterprises, Inc. assigned its target license to Smith &
Wessonr Targets.

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

In September 2001, Safari Associates, Inc.  purchased the patent for
an innovative fire alarm system that incorporates a fire retardant
spray system that automatically  sprays a mist of fire retardant
material over approximately 200 square foot area in the event of
fire.  The device is battery operated and contains a reservoir that
holds approximately   of a gallon of fire retardant material that is
automatically released over a period of approximately two minutes.
The device is activated by the smoke alarm but can be disengaged
within three minutes of the smoke alarm going off in the event of a
false alarm caused by smoke without fire, which may occur when smoke
is caused by cooking and other non-fire events.  We have a working
prototype that was designed and produced by engineers employed by the
Company in the Czech Republic.

The Flame Tame is an inexpensive method of retarding the spread of
fires in new residential construction and in existing homes.  The
Flame Tame can be installed inexpensively at areas of egress and in
rooms to not only warn of fire and carbon monoxide, but to
automatically spray the areas of in which it is installed with a fire
retardant chemical that will allow the spread of fire and give
critical additional time to escape the blaze.  Like fire alarms, the
market for the Flame Tame is estimated to over a billion dollars
annually.  The system is fool proof in its mechanical design and
inexpensive to manufacture.  It does not require construction to
install, but can be self-installed by most homeowners and apartment
dwellers.  It also has utility in trailer homes, recreational
vehicles, boats and other structures and residences.

Item 2. Description of Property.

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

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

On December 31, 2001, Craig Walls, who, at the time was the sole
owner of United States Patent No. 6,003,609, bearing date December
21, 1999, did assign said Patent to the Company. The assignment was
filed with the United States Patent and Trademark Office on or about
February 26, 2002. The Patent covers a fire safety device for
controlling the spread of fire in a structure. The invention
comprises a base plate, a smoke detector, a syringe, and a cover. The
syringe has a reservoir containing a fire retardant chemical. A fuse
link holder has a melting fuse that maintains a plunger assembly in
position and a spring is loaded behind the plunger. The syringe also
has a nozzle in open communication with a supply line, which is in
open communication to the reservoir. When a sufficiently high ambient
temperature is reached, the fuse link melts, releasing the piston rod
from the fuse link and allowing the coil spring to urge the plunger
toward the other end of the syringe and forcing the fire-retardant
chemical from the nozzle. When smoke is present, the smoke detector
sounds an audible alarm.

On January 9, 2003, we signed a five-year exclusive manufacturing
agreement for the manufacturing of the Flame Tame with U.S.
Manufacturing and Assembling Company, Inc. ("USMAC") based in
Harriman, NY. USMAC has represented that its facility has the
capacity to manufacture at least 10,000 units per month, and also can
increase that capacity if our orders surpass that capacity, with such
increase being implantable within a thirty day notice period from us.
USMAC has agreed to manufacture an initial inventory of at least
1,000 units prior to the end of March 2003.

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

Item 3. Legal Proceedings.

None

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

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

                                     PART II

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

(a)  Market Information

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

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

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

Fiscal 2001                            High      Low

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

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

(b)  Holders

As of December 31, 2002, there were approximately 274 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

During January 2002, Mr. Morton Berger converted his loan plus
additional funds for a total of $18,000 into 128,000 shares of
restricted common stock.  This conversion and issuance is considered
exempt by reason of Section 4(2) of the Securities Act of 1933.
Also during January 2002, one of the 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. This conversion and
issuance is considered exempt by reason of Section 4(2) of the
Securities Act of 1933.

In March 2002, the Company issued 298,872 shares of our restricted
Common Stock to four (4) individual investors for total proceeds of
$31,087.  The individuals executed investment letters upon which the
Company relied to establish that the transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended. No broker or underwriter was involved in the transaction
and no commission was paid. The proceeds were used for working capital.

In December 2002, the Company issued a total of 1,549,180 shares of
restricted shares to two investors for total proceeds of  $37,000.
The investors executed investment letters upon which the Company
relied to establish that the transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No broker or underwriter was involved in the transaction and no
commission was paid. The proceeds were used for working capital.

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

Revenue for the year ended December 31,2002 was $132,373, a decrease
of $216,087 or 62.9% from the year ended December 31,2001. 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 31,2002 was 107.8% of
revenues resulting in a gross loss of 7.8%, an improvement from the
year ended December 31,2001 where the gross loss was 26.6% after
writing off approximately $85,000 of obsolete packaging material. 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, 2002 were
$398,746, an increase of $90,442 over the year ended December
31,2001. Excluding nonrecurring items, the loss on disposal of
property and the gain from discontinued operations, the selling,
general and administrative expenses, and research and development
costs increased by $59,733. General and administrative expenses
increased by approximately $32,000. The major categories of increases
were; legal expenses which increased by $40,000 as a result of
several filings with the Securities and Exchange Commission and other
general legal work; $16,000 in consulting fees related to attempts to
raise additional equity; and $16,000 in rent expense on facilities
previously owned by the Company. The major categories in which
general and administrative expenses decreased include a reduction in
office salaries of $12,000, a decrease in bad debt expense of
$12,000, and a decrease in miscellaneous office expenses of $11,000.
Research and development expenses for the year ended December 31,2002
were $59,750, an increase of $27,983 or 94.0% over the year ended
December 31,2001. The increase was attributed to the continuing
development of molecuthane for commercial production which has been
delayed because of the lack of sufficient funds by the Company.

Interest expense for the year ended December 31,2002 was $52,234, an
increase of $4,333 over the year ended December 31,2001 due to the
increase in the average outstanding balance of interest bearing debt
in 2002.

Liquidity and Capital Resources

As of December 31,2002, the current liabilities exceeded the current
assets by approximately $494,000. 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 in the process of preparing a registration statement
which will be filled with the Securities and Exchange Commission for
a right offering to its existing shareholders to raise additional
equity capital. There is no assurance that the Company will be
successful in the rights offering 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.

Item 7. Financial Statements.

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

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

None

                                    Part III

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



<TABLE>
<CAPTION>
Name                           Age    Position With Company          Year First Became
                                                                     Director or Officer
<S>                            <C>    <C>                            <C>
Morton Berger                  73     President/CFO/Director                 1986

Lillian Berger                 71     Secretary/Treasurer/Director           1986

Stephen Steeneck               35     Chief Executive Officer                2002
</TABLE>


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 2001, 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.

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.)

During the final two months of 2001, Stephen Steeneck deferred his
compensation.  In April of 2003, the Company will provide him with a
three year renewable Employment Agreement.

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             Percent
                 Beneficial Owner             and Nature (1)      of Class (2)
                                                    Of
                                              Beneficial Owner

Common          Lillian Berger (3)                4,154,142            30.15%
                13 Eastbourne Drive
                Spring Valley, NY10977

Common          Morton Berger (4)                   453,142             3.29%
                13 Eastbourne Drive
                Spring Valley, NY 10977

Common          Henry Steeneck                    1,100,000             7.98%
                2676 Old Yorktown Road
                Yorktown Heights, NY 10598

Common          Stephen Steeneck (5)                750,000             5.44%
                2676 Old Yorktown Road
                Yorktown Heights, NY 10598

                Includes all Officers and         5,357,284            38.88%
                Directors of the Company
                As a group (2 persons)(6)

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

(2)  Based upon 13,777,763  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.  Neither Mr.
Steeneck, nor Michael Konecny are listed in this table as
Directors as they did not hold such positions in fiscal year 2002.

Item 12.  Certain Relationships and Related Transactions

     None

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

Index to Exhibits and Financial  Statements                          Page

     Report of Independent Certified
     Public Accountant.                                               F-2

     Consolidated Balance Sheet as of
     December 31, 2002.                                               F-3

     Consolidated Statement of Operations for the
     Years ended December 31, 2002 and 2001.                          F-4

     Consolidated Statement of Stockholders' (Deficit)
     for the Years ended December 31, 2002 and 2001.                  F-5

     Consolidated Statement of Cash Flows for the Years
     Ended December 31, 2002 and 2001.                                F-6

     Notes to Financial Statements.                                F-7-14

     Exhibits

     10.9  Manufacturing Agreement between Safari Associate and U.S.
           Manufacturing and Assembling Company, Inc.

     10.10 Addendum to Manufacturing Agreeement, as filed with the United
     States paten and Trademark Office

     10.11 Notice of Publication under 12(a) for the Flame Tame
           trademark, as filed with the United States Patent and
           Trademark Office

                                       F-1

                          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 and the
related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the two years in the
period ended December 31, 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
each of the two years in 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


                              SAFARI  ASSOCIATES,  INC.
                             CONSOLIDATED  BALANCE  SHEET
                                 DECEMBER  31,  2002

                                        ASSETS
                                                                  2002

Current Assets:
Cash                                                         $      19,968
Accounts Receivable                                                  6,963
Inventory                                                           27,777
Prepaid Expenses                                                    55,510
   Total Current Assets                                            110,218
Property, Plant and Equipment:
Net of accumulated depreciation of $25,148                          17,983
Other Assets:
Goodwill - net of amortization of $5,472                            21,883
Other Assets                                                        82,471
   Total Other Assets                                              104,354
   Total Assets                                              $     232,555

                 LIABILITIES  AND  STOCKHOLDERS'  (DEFICIT)

Current Liabilities:
Notes Payable                                                       15,000
Accounts Payable                                                   357,744
Payroll and Other Taxes Payable                                     28,329
Accrued Expenses                                                   205,194
   Total Current Liabilities                                       606,267
Other Liabilities:
Convertible Notes Payable                                          505,500
Loan -Stockholder                                                   23,048
   Total Other Liabilities                                         528,548
   Total Liabilities                                             1,134,815
Commitments and Contingencies - Note 10
Stockholders' (Deficit):
Common Stock, par value $.001  authorized
   100,000,000 shares, issued and
   outstanding  13,777,763  shares                                  13,778
Additional Paid-in Capital                                       1,930,660
Retained (Deficit)                                              (2,846,698)
   Total Stockholders (Deficit)                                   (902,260)
   Total Liabilities and Stockholders' (Deficit)                   232,555

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

                                         F-3

                              SAFARI  ASSOCIATES,  INC.
                       CONSOLIDATED  STATEMENT  OF  OPERATIONS
              FOR  THE  YEARS  ENDED  DECEMBER  31,  2002  AND  2001

                                                        2002          2001

Revenue                                              $   132,373   $  348,460
Cost of Sales                                            142,763      441,303
Gross Profit                                             (10,390)     (92,843)

Operating Expenses:
Selling Expenses                                          24,909       24,732
General and Administrative Expenses                      316,087      284,514
Loss on Disposal of Property                                   -       72,849
Gain from Discontinued Operations                              -     (103,558)
Research and Development Costs                            57,750       29,767
  Total Operating Expenses                               398,746      308,304

Net (Loss) from Operations                              (409,136)    (401,147)

Interest Expense                                         (52,234)     (47,901)

Net (Loss) before Provision  For Income Taxes           (461,370)    (449,048)

Provision for Income Taxes                                     -            -

Net (Loss)                                              (461,370)    (449,048)

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

Weighted Average Shares Outstanding                    9,198,512     9,198,512

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

                                         F-4

                               SAFARI  ASSOCIATES,  INC.
                  CONSOLIDATED  STATEMENT  STOCKHOLDERS'  (DEFICIT)
               FOR  THE  YEARS  ENDED  DECEMBER  31,  2002  AND  2001



<TABLE>
<CAPTION>
                                               Common Stock                 Additional
                                             Par Value $.001                  Paid-In          Retained
                                            Shares      Amount                Capital         (Deficit)
<S>                                         <C>         <C>                 <C>             <C>
Balance January 1, 2001                     8,223,770   $  8,224            $  1,368,738    $  (1,936,280)

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

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

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

Shares issued for consulting agreements     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) for the year
   Ended December 31,2002                           -          -                       -         (461,370)

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


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

                                          F-5

                                SAFARI  ASSOCIATES,  INC.
                        CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                FOR  THE  YEARS  ENDED  DECEMBER  31,  2002  AND  2001

                                                       2002           2001

Cash Flows from Operating Activities:
Net Income (Loss)                                  $  (461,370)    $ (449,048)
Adjustment to Reconcile Net Income (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                      6,843          8,599
      Gain from discontinued operations                      -       (103,558)
      Loss on sale of property                               -         72,849
      Stock issued for services                        103,000         90,000
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                   5,187         26,252
   Inventory                                            28,315         15,849
   Prepaid Expenses and Other Assets                    14,393         (3,236)
Accounts Payable                                           238         57,858
Payroll and Other Taxes Payable                          4,619              -
Accrued Expenses                                       124,117         84,054
Deferred Compensation                                                  33,450

  Net Cash Used in Operating Activities               (174,658)      (166,931)

Cash Flows from Investing Activities:
Proceeds from sale of property                               -         86,324
Property, Plant and Equipment                           (7,885)             -
  Net Cash Used in Investing Activities                 (7,885)        86,324

Cash Flows from Financing Activities:
Issuance of Common Stock                               168,245         71,700
Loans Stockholder                                       24,009         17,039
Mortgage Payable                                             -        (40,000)
Notes Payable                                                -         12,000

  Net Cash Provided by Financing Activities            192,254         60,739

Net Increase (Decrease) in Cash                          9,711        (19,868)

Cash - Beginning of Year                                10,257         30,125

Cash - End of Year                                      19,968         10,257

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

                                        F-6

                              SAFARI  ASSOCIATES,  INC.
                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                                  DECEMBER 31, 2002

Note 1  - Description of Business

Safari Associates, Inc. (the "Company"), a Utah Corporation was
incorporated on July 30, 1980. Since 1997, the Company has
incorporated four wholly owned operating subsidiaries; Safari Camera
Corporation, Inc., which manufactures recycled single use disposable
cameras, selling to distributors and retail stores; Photography for
Evidence, Inc., doing business under the name Smith & Wesson?
Cameras, sells recycled single use cameras to law enforcement
agencies; Impact Dampening Technology, Inc., doing business under the
name Smith & Wesson? Targets, to manufacture and sell targets. In
March 1998, the Company acquired Shoothru, Inc., a company that
developed and designed a product line of self-sealing reactive targets.

Note 2  - Summary of Significant Accounting Policies:

Consolidation

The accompanying Consolidated Financial Statements include the
accounts of the Company and all its wholly owned subsidiaries.
Intercompany transactions and balances have been eliminated in
consolidation.

Inventory

Inventory is stated at the lower of cost, using the first-in, first-
out basis or market.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the
straight-line method over their estimated useful lives. The cost of
maintenance and repairs is charged to operations as incurred.

Intangibles

Goodwill represents the excess of the cost of companies acquired over
the fair value of their net assets at the dates of acquisition and
was being amortized using the straight-line method over 15 years.
Effective to the issuance of FASB No. 142, the Company discontinued
amortizing goodwill. The Company follows Statement of Financial
Accounting Standard No. 121,Impairment of Long-lived Assets, by
reviewing such assets for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.

Income Taxes

The Company records deferred income taxes using the liability method.
Under the liability method, deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary
differences between the financial statement and income tax basis of
the Company's assets and liabilities. An allowance is recorded, based
on currently available information, when it is more likely than not
that any or all of a deferred tax asset will not be realized. The
provision for income taxes include taxes currently payable, if any,
plus the net change during the period presented in deferred tax
assets and liabilities recorded by the Company

                                          F-7

Note 2- Summary of significant Accounting Policies (Continued)

Per Share Data

The Company has adopted the standards set by the Financial Accounting
Standards Board and computes earnings per share data in accordance
with SFAS No. 128 "Earning per Share." The basic per share data has
been computed on the loss for the period divided by the historic
weighted average number of shares of common stock outstanding. All
potentially dilutive securities have been excluded from the
compilation since they would be antidilutive.

Estimates and Assumptions

Preparing financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets ,liabilities,
revenue, and expenses at the balance sheet date and for the period
then ended. Actual results could differ from these estimates

Note  3  -  Other Assets

Other assets include the following:

Prepaid consulting                                       $ 38,951
Option to repurchase property                              40,000
Trademarks                                                  1,115
Security deposits                                           2,405
   Total                                                 $ 82,741

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, 2001 and 2000 since the Company has incurred
operating losses. Additionally, the Company has reserved fully for
any potential future tax benefits resulting from its carryforward
operating losses. Deferred tax assets at December 30, 2001 and 2000
consist of the following:

                                                          2002      2001

Net Operating Loss Carryforward                       $1,040,000  $  777,000
Property and Equipment                                     3,000       3,000
                                                       1,043,000     780,000
Valuation Allowance                                    1,043,000     780,000
                                                      $       -0- $      - 0 -

As of December 31, 2002, the Company has net unused operating loss
carryforwards of approximately $2,600,000, which expire in various
years from 2003through 2022.

                                        F-8

Note  5  -  Notes Payable

Convertible Notes Payable

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

On December 20, 2000, one of the creditors of the Company agreed to
receive a note from the Company in the amount of $45,000 payable on
December 19, 2002, together with interest thereon at the rate of 8%
per annum. Commencing one year from the date of the note, the
creditor may convert any portion of the note into restricted share of
common stock in the Company at a conversion rate of  $.15 per share.
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 $460,000 of accrued expenses, deferred
compensation, and loan payable stockholder into convertible notes.
The convertible notes are for a two year period with interest at the
rate of 8% per annum, payable quarterly commencing December 1, 2001
until they mature on August 9, 2003.The notes are convertible into
restricted shares of common stock at a conversion rate of $.25 per share.

Notes Payable

In January 2000, the Company borrowed a total of $25,000 from two
individual investors. The notes were for a term of four months with
interest to be accrued at the rate of 10% per annum. The notes have
been extended on a month-to-month basis. In November 2000, the
Company borrowed a total of $15,000 from three individual investors.
The terms of the notes are on a month-to-month basis with interest
accrued at the rate of 10% per annum. In April 2001, the Company
borrowed an additional $12,000 from one of its investors on a month-
to-month basis at the rate of 10% per annum .On August 2, 2001 one of
the note holders converted $32,000 in notes plus accrued interest
into restricted shares of the Company's common stock.

Note 6 Sale of Property

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

                                         F-9

Note 7  - Loan Stockholder

As of June 30, 2001, Mrs. Lillian Berger, the major stockholder and
Secretary/Director in the Company was owed a total of $55,527. On
August 9, 2001, Mrs. Berger converted the loan plus all accrued
interest on the loan into a convertible note (see Note 5.) In October
and December 2001, Mr. Morton Berger loaned to the Company a total of
$17,039. In January 2002 this loan plus accrued interest was
converted into restricted shares of common stock (see Note 8). During
2002, Mrs. Lillian Berger loaned the Company additional funds .The
balance due at December 31, 2002 was $23,048.

Note 8 Common Stock

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

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

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

On June 19, 2001, the Company issued 200,000 restricted shares of
common stock valued at $.20 per share or $40,000 for the option to
reacquire the premises for $92,000 during the three year period
ending June 19, 2004.

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

On June 19, 2001, the Company entered into a consulting agreement
with Riverene Corporation to provide consulting services for a period
of five years from the date of the agreement. In consideration for
the consulting services, the Company issued 300,000 restricted shares
of common stock valued at $.25 per share or a total of $75,000. In
December 2002, 200,000 additional restricted shares of common stock
valued at $.02 per share or $4,000 were issued to fulfill this agreement.

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

                                       F-10

During the period of July 1, 2001, though September 30, 2001, the
Company issued a total of 132,000 restricted shares of common stock
to five individuals at $.25 per share of common stock Total proceeds
to the Company was $39,500.

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

In March 2002,Mr. Neuhaus exercised another option for an additional
666,666 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 750,000 shares
of its Common Stock, which, in accordance with the Plan, may be
issued upon authorization of the Board of Directors and Plan
administrator to eligible consultants .In February, the Company
issued a total of 180,000 shares of Common Stock pursuant to the
Plan, valued at $0.15 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 128,000 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 20,000
restricted shares of the Company's common stock.

In March 2002, the Company issued 298,872 restricted shares of common
stock to four individuals for a total of $31,087.

In June, 2002, the Company issued 350,000 shares of common stock
pursuant to the Company's Consultant Compensation Plan for research
and development costs valued at $.10 per share.

In July, 2002, the Company issued 500,000 shares of common stock
pursuant to the Company's Consultant Compensation Plan for financial
services valued at $.03 per share

                                      F-11

In December 2002, the Company issued a total of 1,549,180 shares of
restricted shares to tow investors for total proceeds of  $37,000.

Note 9-Commitments & Contingencies

Employment Agreement

On April 1, 1994, the Company entered into an employment agreement
with Mr. Morton Berger, President of the Company. The term of the
agreement was for five years and, thereafter, continues on a year-to-
year basis. Compensation shall be paid at the rate of $52,000 per year.

License Agreement

On January 1, 1998, Smith & Wesson Corp., Springfield, Massachusetts,
granted Safari Enterprises, Inc., an exclusive Trademark License to
make, use and sell single-use and conventional film using still
cameras under the Smith & Wesson brand name in the United States,
its possessions and Canada. The term of the License is from January
1, 1998 to January 30, 2001. The license agreement provides that
Safari Enterprises, Inc. will pay Smith & Wesson Corp. a minimum
royalty of $15,000 the first eighteen months; $25,000 the next twelve
months and $35,000 the final twelve months. The minimums 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. On January 12, 1998, adding recoil pads
for firearms, effective January 1, 1998 amended the License.

The minimum royalties were not increased and covered both products.
On May 18, 1999, the license was further amended to include targets
for firearms effective January 1, 1998. Again, the minimum royalties
were not increased. On November 25, 1997, the Company organized a
wholly owned subsidiary, Photography for Evidence, Inc., under the
laws of the State of New York. On December 17, 1997 Photography for
Evidence, Inc., filed a Certificate of Doing Business under the name
Smith & Wesson Cameras. The license agreement was assigned to Smith &
Wesson Cameras.

On January 29, 1998, the Company organized a wholly owned subsidiary,
Impact Dampening Technologies, Inc., a New York Corporation. On
February 10, 1998, Impact Dampening Technologies, Inc., filed a
Certificate of Doing Business under the name Smith & Wesson Recoil
Pad Company. Safari Enterprises, Inc., assigned its exclusive recoil
pad License to Smith & Wesson Recoil Pad Company. On August 2, the
Company organized Safari Target Corporation, a New York Corporation.
On August 20, 1999, Safari Target Corporation filed a Certificate of
Doing Business as Smith & Wesson Target Company. Safari Enterprises,
Inc., assigned its target license to Smith & Wesson Target Company.

                                     F-12

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

Lease

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

Note 10  - Going Concern

The Company has experienced operating loss since inception and has a
retained deficit as of December 31, 2002 of $2,847,000. Approximately
$1,155,000 of the losses occurred prior to 1997, and is a direct
result of discontinued operations. Additional losses of approximately
$275,000 were incurred during the development stage in the production
of and recycling of single use cameras. Additionally, the Company has
funded research and development cost that have gone into the design
and production of a line of self-sealing reactive targets and recoils pads.

During the year ended December 31, 2002, the Company recorded a loss
of $461,370. Approximately $103,000 of the loss was funded by the
issuance of common stock for services. The issuance of restricted
common stock and loans from a stockholder provided an additional
$192,000.The balance of the loss was funded by the increase in
liabilities and decrease in assets.

The Company is in the process of preparing a registration statement
which will be filled with the Securities and Exchange Commission for
a right offering to its existing shareholders to raise additional
equity capital. There is no assurance that the Company will be
successful in the rights offering 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.

Note 11  - Supplemental Disclosures to Cash Flow Statement

                                                        2002         2001

Cash Paid During the Period For:
   Interest                                           $  11,834    $   9,732
   Income Taxes                                               -            -

                                         F-13

                                       Signatures

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

                                       Safari Associates, Inc.

                                       /s/ Morton Berger
Date: March 28, 2003                   MORTON BERGER, PRESIDENT

                           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, 2002
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: March 28, 2003                      By:/s/ Morton Berger
                                           President, CFO and Chairman
                                           of the Board


Dated: March 28, 2003                      By:/s/ Lillian Berger
                                           Secretary, Treasurer and
                                           Director

             CERTIFICATION  PURSUANT  TO RULE  13a-14  AND  15d-14 UNDER
                THE  SECURITIES  EXCHANGE  ACT  OF  1934,  AS  AMENDED

     I, Stephen Steeneck, Chief Executive Officer of Safari
Associates, certify that:

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

2.  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;

3.  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;

4.  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 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;

5.  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)  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 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

6.  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: March 28, 2003             By:/s/  Stephen Steeneck
                                          Chief Executive Officer