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, 2004.

                         Commission file number 0-30215

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

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

               13 Eastbourne Drive, Chestnut Ridge, New York 10977
                  (Address of principal executive offices) Zip

                     Issuer's telephone number (845)425-6484

         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, 2004 is $43,301 the aggregate
market value of the voting stock held by non-affiliates of the registrant based
on the closing bid price of such stock as of March 31, 2005 amounted to
$168,861.

The number of shares outstanding of each of the registrant's classes of common
stock as of December 31, 2004 was 1,505,034 shares.
<PAGE>

                                   FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS

                                     Part I
                                                                           Page
Item 1.  Description of Business.                                          3-4

Item 2.  Description of Property.                                          4

Item 3.  Legal Proceedings.                                                4

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

                                     Part ll

Item 5.  Market for Common Equity and Related Stockholder Matters.         4-5

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

Item 7.  Financial Statements.                                             8

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

                                    Part lll

Item 9.  Directors, Executive Officers, Promoters, and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.               8-10

Item 10. Executive Compensation.                                           10-11

Item 11. Security Ownership of Certain Beneficial Owners and Management.   11-12

Item 12. Certain Relationships and Related Transactions.                   12

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

Signatures                                                                 13

                                       2
<PAGE>

                                     PART 1

Item 1. Description of Business

Safari  Associates,  Inc., (the  "Company") is the successor  corporation of Mag
Enterprises,  Inc.,  a Utah  corporation  incorporated  on  July  30,  1980.  On
September 10, 1993, 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.

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  had 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.

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 had an  exclusive  license  from Smith & Wesson(R)
Corp., to make, use and sell recoil pads under the Smith & Wesson(R) brand name.

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.

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

The Company is developing  and testing two new safety  devices  intended to save
lives in the event of hostile  fire.  One device is the Flame  Tame(TM),  a fire
alarm that automatically sprays a fire retardant material covering approximately
200 square feet when activated by heat in excess of 145 degrees Fahrenheit.  The
other is a portable  descent  device to enable  individuals  to escape  from the
upper  floors of a burning  building.  The device is to be used as a last resort
avenue of escape.  The Company  believes  that since the  disaster of 9/11,  the
descent  device has become a very viable  product with great  potential  for the
Company.  The Company is currently  testing a prototype  of the descent  device.
Should  testing be  successful,  it intends to  commence  production  of a final
prototype and prepare everything necessary for the Company to solicit production
bids both in the United States and abroad.  The Company  projects that it can be
in production  within 180 days after it starts  soliciting bids. The Company has
retained Arthur Tipling  Sempliner,  to complete  development and testing of the
descent  device and to prepare  whatever is necessary for the Company to solicit
production bids. Mr. Sempliner has become the Company's  Director of New Product
Development.  Mr. Sempliner is an adjunct Associate Professor at Pratt Institute
in Brooklyn, NY. He is working on both the Flame Tame(TM) and the development of
the individual portable descent device.

                                       3
<PAGE>

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

The Company has one full time  employee,  its President,  Morton Berger.  Steven
Steeneck, the Company CEO is a part time employee.

Item 2. Description of Property.

The Current  principal  office of the Company is 13 Eastbourne  Drive,  Chestnut
Ridge, New York 10977.

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 by the National  Association  of Securities  Dealers under the
symbol  "SFAR".  There is no assurance that the Common Stock will continue to be
quoted or that any liquidity exists for the Company's shareholders.

The following  table sets forth the quarterly  quotes of high and low bid prices
for the Company's Common Stock on the OTC Bulletin Board during the fiscal years
2004 and 2003

Fiscal 2004                        High      Low
-----------
March 31, 2004                     $.25      $.18
June 30, 2004                      $.40      $.18
September 30, 2004                 $.18      $.18
December 31, 2004                  $.18      $.10

                                       4
<PAGE>

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     $0.28

The  source  of this  information  for  fiscal  year  2004 and  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, 2004, there were  approximately 282 stockholders of record of
the Company's  Common Stock. The number does not include  beneficial  owners who
held shares at broker/dealers in "street name"

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

(d)  Recent Sales of Unregistered Securities.
During the last two years, the Company sold restricted  shares of its $0.001 par
value Common Stock without  registering the securities  under the Securities Act
of 1933, as amended.

On 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.

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.

On April 26, 2004,  the Company  issued 10,000 shares of its  restricted  common
stock to Consumer  Construction  Inc. for consulting  service valued at $.10 per
share for a total value of $1,000.00.  Consumer  Construction,  Inc. executed an
investment   letter  which  the  Company  relied  upon  to  establish  that  the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act of 1933, as amended. No broker or underwriter was involved in the
transaction and no commission was paid.

On October 7, 2004, the Company  issued 10,000 shares of its  restricted  common
stock to Mr. Arthur  Tipling  Sempliner to become the Company's  Director of New
Product Development.  The shares were valued at $.10 per share for a total value
of $1,000.00.  . Mr. Sempliner  executed an investment  letter which the Company
relied upon to  establish  that the  transaction  was exempt  from  registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended. No broker or
underwriter was involved in the transaction and no commission was paid.

                                       5
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation
During late fiscal 2003 and into fiscal 2004, the Company  decided to change its
strategy from the manufacture of disposable cameras,  recoil pads and targets to
concentrate on research and development of other products to be used to increase
safety in the event of hostile fires.

The Company is developing  and testing two new safety  devices  intended to save
lives in the event of hostile  fire.  One device is the Flame  Tame(TM),  a unit
that automatically  sprays a fire retardant material covering  approximately 200
square  feet when  activated  by heat in excess of 145 degrees  Fahrenheit.  The
other is a portable descent device to enable individuals to escape if trapped at
the upper floors of a burning  building.  The device  allows  individuals a last
resort avenue of escape.  The Company  believes that since the disaster of 9/11,
the descent device has become a very viable product with great potential for the
Company.  The Company is presently in the  development  and testing  stages of a
prototype of the descent device.  Should  development and testing be successful,
the Company will compile everything  necessary so that the descent device can be
given out for  manufacturing  bids.  The  Company  has  established  a projected
schedule  of ninety  days to complete  its  development  and testing and another
ninety days thereafter should testing be successful to start seeking  production
bids.  The Company must stress that the  timetable  set forth is an estimate and
can vary as the result of factors inherent in research and development projects.
The Company has retained Arthur Tipling  Sempliner,  to complete the development
and  testing of the  descent  device and to ready  everything  required  for the
Company to put the device out for production  bids. Mr. Sempliner has become the
Company's  Director  of New Product  Development.  Mr.  Sempliner  is an adjunct
Associate  Professor at Pratt  Institute in Brooklyn,  NY. He is working on both
the Flame  Tame(TM)  and the  development  of the  individual  portable  descent
device.  The  Flame  Tame(TM)  has  been  placed  on  the  back  burner  pending
pre-production  completion  of the descent  device and actual  production of the
descent device.  All lack of capital  problems that exist for the Flame Tame(TM)
also exist for the descent device as hereinafter described.

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  intends  to  design a third
prototype that will incorporate  certain aesthetic and functional  modifications
that it believes will  potentially  increase its market and reduce its projected
manufacturing costs. Management believes that its United States patent gives the
Fame 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.  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.

As a result in this change in strategy,  the Company reclassified certain income
and  expense  items  previously  reported.  The  Company  reported  losses  from
discontinued operations of $14,337 and $149,989 in 2004 and 2003 respectively.

The following  analysis for fiscal years 2004 and 2003 reflect the operations of
the Company without regards to discontinued operations.

                                       6
<PAGE>

Revenue,  included in  discontinued  operations  for the year ended December 31,
2004 was  $43,301,  a decrease of $59,252 or 57.8% from the year ended  December
31, 2003. The Company,  being short on funds,  concentrated primarily on selling
cameras sold to law enforcement  agencies which generate a profit margin greater
than selling to private label  distributors.  Continued  weakness of the economy
especially  in the  travel  and  leisure  industry  where the  Company  sold the
majority of its single use cameras also decreased.  The Company has not invested
any resources  towards the  production  and sale of cameras,  targets and recoil
pads; therefore sales were minimal.

Cost of sales  for the year  ended  December  31,  2004  was  68.1% of  revenues
resulting in a gross profit of 31.9%,  an increase from the year ended  December
31,  2003 where the gross loss was 23.0%.  In 2003,  the  Company  wrote off its
inventory  which  consisted of camera  shells and other items as well as prepaid
packaging materials for products which were no longer being produced.  The write
off of inventory and prepaid  packaging totaled $57,519 which increased the cost
of sales by 56.1%.  The Company has reduced labor costs by purchasing  assembled
single use cameras from another manufacturer and then packaging and shipping the
products

Total operating  expenses for the year ended December 31, 2004 were $166,380,  a
decrease of $32,520  from the year ended  December  31,  2003.  Advertising  and
General and  administrative  expenses  decreased by approximately  $52,000.  The
major  categories of decreases were advertising and other selling expenses which
decreased $8,000,  legal expenses,  decreased by $19,000;  royalties declined by
$7,500,  telephone  declined  by $12,000,  insurance  decreased  by $7,000,  and
shareholder expenses decreased by $4,000.  Research and development expenses for
the year ended December 31, 2004 were $36,150, an increase of $19,136.

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 $40,000,
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.  These expenses
have been reclassified to discontinued operations.

Interest expense for the year ended December 31, 2004 was $41,720, a decrease of
$5,210 from the year ended December 31, 2003.

Liquidity and Capital Resources
As of December 31, 2004, the current liabilities  exceeded the current assets by
approximately  $1,441,000.  The Company has primarily  relied on the proceeds of
private  placements and officers'  loans 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.

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.


                                       7
<PAGE>

Contractual Obligations

        None

Item 7. Financial Statements.

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

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

None

ITEM 8A.  Controls and Procedures

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

ITEM 8B.  Other Information

          None.

                                    Part III

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

Name                 Age  Position With Company              Year First Became
                                                             Director or Officer

Morton Berger        76   President/CFO/Director                  1986

Lillian Berger       74   Secretary/Treasurer/Director            1986

Stephen Steeneck     37   Chief Executive Officer/Director        2002

Michael A. Konecny   49   Director                                2003

                                       8
<PAGE>

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

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

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

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

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

                                       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 was filed with
the prior year's annual report as Exhibit 14.1.  Upon request,  the Company will
provide to any  person  without  charge a copy of its Code of  Ethics.  Any such
request should be made to Attn:  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.

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

Common           Lillian Berger (3)
                 13 Eastbourne Drive
                 Spring Valley, NY10977         415,415              27.97%

Common           Morton Berger (4)
                 13 Eastbourne Drive
                 Spring Valley, NY 10977         45,315               3.05%

Common           Henry Steeneck                 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 (6)                -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%

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

(2)   Based upon 1,505,034  shares  outstanding,  plus the amount of shares each
      person or group  has the  Right to  acquire  within  60 days  pursuant  to
      options, warrants, rights, conversion privileges or similar Obligations.

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

                                       11
<PAGE>

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

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

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

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

    Consolidated Balance Sheet as of December 31, 2004.                  F-2

    Consolidated Statements of Operations for the Years ended
       December 31, 2004 and 2003                                        F-3

    Consolidated Statements of Stockholders' (Deficit)  for the
    Years ended December 31, 2004 and 2003.                              F-4

    Consolidated Statements of Cash Flows for the Years
       Ended December 31, 2004 and 2003.                                 F-5

    Notes to Financial Statements.                                       F-6-10

(b) Exhibits

Exhibit
Number      Description

14.1        Code of Ethics and Business Conduct  (incorporated by reference Form
            10 KSB December 31, 2003) 21.1 List of Subsidiaries

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

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

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


                                       12
<PAGE>

(c)   Reports on Form  8-K.
      Form 8-K/A dated April 5, 2005
      Form 8-K dated February 23, 2005

                                   Signatures

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

                             Safari Associates, Inc.
                                  (Registrant)


                                            By
                                                    ----------------------------
                                                    MORTON BERGER, PRESIDENT


Date: April 26, 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 26, 2005                        By:      /s/ Morton Berger
                                                     ---------------------------
                                                     Morton Berger Director


Date: April 26, 2005                        By:      /s/ Lillian Berger
                                                     ---------------------------
                                                     Lillian Berger, Director


Date: April 26, 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 (A Development  Stage Company) as of December
31, 2004 and the  related  consolidated  statements  of  operations,  changes in
stockholders' equity and cash flows for each of the two years ended December 31,
2004 and for the period  January 1, 2003  (inception  of  development  stage) to
December 31, 2004.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion of these
financial statements based on our audits.

We conducted  our audits in  accordance  with  Standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Safari Associates,
Inc. and  Subsidiaries at December 31, 2004 and the results of their  operations
and their cash flows for each of the two years ended  December  31,  2004and for
the period  January 1, 2003  (inception  of  development  stage) to December 31,
2004, in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As  discussed  in Note 13 to the  financial
statements,  the Company's  recurring losses from operations and limited capital
resources raise  substantial  doubt about the Company's ability to continue as a
going concern.  Management's  plan in regards to these matters is also described
in Note 13. The financial  statements do not include any adjustments  that might
result from the outcome of this uncertainty.

/s/ Linder & Linder
Linder & Linder
Certified Public Accountants

Dix Hills, New York
April 19, 2005

                                       F-1

<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS
                                                                        2004
                                                                    -----------
Current Assets:

Cash                                                                $     2,668
Prepaid Expenses                                                         15,800
                                                                    -----------

         Total Current Assets                                            18,468
                                                                    -----------
Property, Plant and Equipment:
Net of accumulated depreciation of $39,767                                3,365

Other Assets:
Other Assets                                                              8,466
                                                                    -----------

         Total Assets                                               $    30,299
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities

Notes Payable                                                       $    15,000
Accounts Payable                                                        276,194
Payroll and Other Taxes Payable                                          26,472
Accrued Expenses                                                        443,644
Convertible Notes Payable                                               505,500
Loan -Stockholders                                                      192,200
                                                                    -----------

         Total Current Liabilities                                    1,459,010
                                                                    -----------

Commitments and Contingencies

Stockholders' (Deficit):

Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   Outstanding 1,505,034 shares                                           1,505
Additional Paid-in Capital                                            1,982,454
Deficit Accumulated During Development Stage                           (401,646)
Retained (Deficit)                                                   (3,011,024)
                                                                    -----------
         Total Stockholders (Deficit)                                (1,428,713)
                                                                    -----------

         Total Liabilities and Stockholders' (Deficit)              $    30,299
                                                                    ===========

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



                                      F-2
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
             AND FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2004
                          (PERIOD OF DEVELOPMENT STAGE)

                                            Cumulative
                                            Loss during
                                            Development
                                            Stage          2004          2003
                                            ---------    ---------    ---------
Operating Expenses:
General and Administrative Expenses         $ 259,832      104,088    $ 155,744
Research and Development Costs                 53,164       36,150       17,014
                                            ---------    ---------    ---------
         Total Operating Expenses             312,996      140,238      172,758
                                            ---------    ---------    ---------

Net (Loss) from Operations                   (312,996)    (140,238)    (172,758)
Interest Expense                               88,650       41,720       46,930
                                            ---------    ---------    ---------

Loss from continuing operations             $(401,646)    (181,958)    (219,688)
                                                                      =========
Discontinued operations
Loss from discontinued operations                          (14,337)    (149,989)
                                                         ---------    ---------
         Net (Loss)                                      $(196,295)   $(369,677)
                                                         =========    =========

Earnings per share
From continuing operations                               $    (.12)   $    (.15)
Loss from discontinued operations                             (.01)        (.10)
                                                         ---------    ---------

Net (Loss) Per Common Share                              $    (.13)   $    (.25)
                                                         =========    =========

Weighted Average Shares Outstanding                      1,493,784    1,478,274
                                                         =========    =========

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


                                      F-3
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
             AND FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 30, 2004
                          (PERIOD OF DEVELOPMENT STAGE)
<TABLE>
<CAPTION>
                                                                                           Deficit
                                              Common Stock        Additional    During   Accumulated
                                             Par Value $.001       Paid-In    Development  Retained
                                            Shares     Amount      Capital      Stage     (Deficit)
                                          ----------  ---------   ----------  ---------  -----------
<S>                                       <C>         <C>         <C>         <C>        <C>
Balance January 1, 2003                   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)                                                                     (219,688)    (149,989)
                                          ----------  ---------   ----------  ---------  -----------

Balance December 31, 2003                  1,485,034      1,485    1,980,474   (219,688)  (2,996,687)


Shares issued for consulting services         20,000         20        1,980
Net (loss)                                                                     (181.958)     (14,337)
                                          ----------  ---------   ----------  ---------  -----------


Balance December 31, 2004                  1,505,034  $   1,505   $1,982,454  $(401,646) $(3,011,024)
                                          ==========  =========   ==========  =========  ===========

</TABLE>

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



                                      F-4
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
             AND FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2004
                          (PERIOD OF DEVELOPMENT STAGE)



                                               Cumulative
                                               During
                                               Development
                                               Stage         2004        2003
                                               --------    --------    --------
Cash Flows from Operating Activities:
Net (Loss)                                    $(401,646)  $(196,295)  $(369,677)
Adjustment to Reconcile Net (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                           6,355       8,263
      Write off of goodwill                                      --      21,883
      Write off of option to repurchase property                 --      40,000
      Stock issued for services                  15,021       2,000      13,021
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                        2,351      28,364
   Inventory                                                     --      37,792
   Prepaid Expenses and Other Assets             39,948      18,205      21,743
   Accounts Payable                                           2,510     (10,968)
   Payroll and Other Taxes Payable                             (758)     (1,099)
   Accrued expenses                             238,450     119,720     118,730
                                               --------    --------    --------

    Net Cash Used in Operating Activities      (108,227)    (45,912)    (91,948)
                                               --------    --------    --------

Cash Flows from Discontinued Operations:
    Net cash Used in Discontinued Operations    (29,633)

Cash Flows from Financing Activities:
Issuance of Common Stock                         24,500          --      24,500
Loans Stockholder                                96,060      47,038      49,022
                                               --------    --------    --------

    Net Cash Provided by Financing Activities   120,560      47,038      73,522
                                               --------    --------    --------

Net Increase (Decrease) in Cash                 (17,300)      1,126     (18,426)

Cash - Beginning of Year                         19,968       1,542      19,968
                                               --------    --------    --------

Cash - End of Year                             $  2,668    $  2,668    $  1,542
                                               ========    ========    ========

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



                                      F-5
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  - Description of Business
Safari Associates,  Inc. (the "Company"), a Utah Corporation was incorporated on
July 30,  1980.  Since  1997,  the Company has  incorporated  four wholly  owned
operating  subsidiaries;  Safari Camera  Corporation,  Inc., which  manufactured
recycled  single use  disposable  cameras,  selling to  distributors  and retail
stores;  Photography for Evidence,  Inc.,  doing business under the name Smith &
Wesson(R) Cameras, sold 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

During late fiscal 2003 and into fiscal 2004, the Company  decided to change its
strategy from the manufacture and  distribution  of disposable  cameras,  recoil
pads and self sealing targets to concentrate on research and development of fire
safety  equipment.  Due to this change in  strategy,  the Company now  considers
itself a Development Stage Company.

Note 2  - Summary of Significant Accounting Policies:
Consolidation
The accompanying  Consolidated  Financial Statements include the accounts of the
Company  and  all its  wholly  owned  subsidiaries.  All  material  intercompany
transactions and balances have been eliminated in consolidation.

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  annually or 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-6
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

Reclassification
Certain items reflected in the balance sheet, statement of operations,  and cash
flow  statements  have been  reclassified  to reflect  the  Company's  change in
strategy and the change to a development stage company.

Note 3 - Development Stage Operations

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

Note 4- Discontinued Operations

During 2003 and 2004,  the Company  changed its strategy from  manufacturing  to
research and development.  As a result of this strategy the Company wrote off in
2003  the  remaining  camera  inventory,   prepaid  packaging  costs,   goodwill
associated  with the purchase of Shoothru Inc. and the option to repurchase  the
facilities  located  in  Amsterdam,  New York.  All the above  transactions  are
directly related to the manufacturing operations,  and therefore are included in
discontinued operations.

Note  5  -  Other Assets

Other assets include the following:
Prepaid consulting                                                    $   7,351
Trademarks                                                                1,115
                                                                      ---------

                  Total                                               $   8,466
                                                                      =========

Prepaid  consulting 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.


                                      F-7
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note  6  -  Income Taxes
There is no  provision  for  federal or state  income  taxes for the years ended
December  31,  2004 and 2003 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, 2004 and 2003 consist of the following:


                                      2004           2003
                                  -----------    -----------

Net Operating Loss Carryforward   $ 1,160,000    $ 1,110,000

Property and Equipment                 (2,500)        (1,200)
                                  -----------    -----------

                                    1,157,500      1,108,800

Valuation Allowance                (1,157,500)    (1,108,800)
                                  -----------    -----------

                                  $       -0-    $     - 0 -
                                  ===========    ===========

As  of  December  31,  2004,  the  Company  has  a  net  unused  operating  loss
carryforward  of  approximately  $2,900,000,  which expire in various years from
2008 through 2024.

Note  7  -  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 shareholders  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% and
9% per annum. The notes have been extended on a  month-to-month  basis by mutual
consent of the parties.

Note  8- 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.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9- 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 10- Loan Stockholders

During  2004,  Mrs.  Berger  loaned the Company  $7,038 for a total of $106,800.
During  2003,  Mrs.  Berger  loaned the Company  $3,622 and  personally  assumed
$73,092 of liabilities which were previously owed by the Company.

During 2004, Mr. Steeneck , the Chief Executive  Officer ("CEO)/ Director of the
Company  loaned the Company  $40,000 for a total of $85,400  which has been used
for working  capital.  During 2003, Mr. Stephen Steeneck loaned to the Company a
total of $45,400.

Note 11 Common Stock

On October 7, 2004, the Company issued 10,000  restricted shares of common stock
for professional services valued at $.10 per share or$1,000.

On April 26, 2004, the Company issued 10,000  restricted  shares of common stock
for professional services valued at $.10 per share or$1,000.

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.

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.

On January 24, 2003 , the Company  issued  372,024  restricted  shares of common
stock for professional services valued at $.035 per share or $13,021.

On January 23, 2003,  the Company  issued  350,000  restricted  shares of common
stock to Mr.  Stephen  Steeneck  "CEO" of the  Company  at $.035 per share for a
total of $12,500.

On January 24, 2003 , the Company  issued  350,000  restricted  shares of common
stock to Mr. Henry  Steeneck "CEO" of the Company at $.035 per share for a total
of $12,500.  The  proceeds  from  issuance of common stock were used for working
capital.



                                      F-9
<PAGE>

                             SAFARI ASSOCIATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12-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.

Product Liability
Certain of the  Company's  products and proposed  products will be in the safety
field where the Company could be subject to claims from injuries  resulting from
use of the Company's  products.  Recent  developments in the insurance  industry
have reduced the  availability  and  increased  the cost of liability  insurance
coverage. At present, the Company is self-insured for product liability claims.

Note 13  - Going Concern

As  of  December  31,  2004,  the  Company  had a  working  capital  deficit  of
approximately $1,441,000 and a stockholder's deficit of $1,428,713. In addition,
the Company has no significant operations to sustain themselves. The Company has
changed  strategy from a manufacturing  and sales operation to perform  research
and  development  on products that have a patent and other products which may be
patentable.  The above facts and circumstances raise substantial doubt about the
Company's ability to continue as a going concern.

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

Note 14-Subsequent Event

On  March  8,  2005,  there  was a fire  at the  facilities  where  the  Company
previously  had its  manufacturing  operation,  destroying all the inventory and
equipment that the Company had written off due to discontinued  operations.  The
Company was not insured for the loss

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