<PAGE>
                                 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, 2001.

                        Commission file number 0-30215

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

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

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

                   Issuer's telephone number (518) 842-6500

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

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

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

     Indicate by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]    No [  ]

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


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Revenue for the fiscal year ended December 31, 2001 is $348,460.

The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing bid price of such stock as of March 7, 2002
amounted to $1,125,005.

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

                    DOCUMENTS INCORPORATED BY REFERENCE

                                     None

                                  FORM 10-KSB
                      FISCAL YEAR ENDED DECEMBER 31, 2001

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

                                    Part I

                                                                          Page
                                                                          ----

Item 1.   Description of Business.                                          3

Item 2.   Description of Property.                                          6

Item 3.   Legal Proceedings.                                                7


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

                                   Part II

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

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

Item 7.   Financial Statements.                                            10

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

                                   Part III

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


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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 I

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, at
a price of $0.25 per 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.


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

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

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) has an exclusive license from Smith & Wesson Corp., to make use and
sell targets under the Smith & Wesson(R) brand name. Smith & Wesson(R) Targets
distributes a series of self sealing targets, intended to replace steel
targets. Effective September 1, 2000, Safari Associates, Inc., was awarded a
five year contract by the United States General Services Administration
(Contract #GS-07F-0434K) to sell the Smith & Wesson(R) self sealing targets to
federal and state law enforcement agencies.

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


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placed in new packaging and sold. Some packaging is private label for
retailers, distributors and for promotions. Other cameras are sold in generic
SAFARI packaging. The raw materials required for this business are camera
shells, batteries and film. This business is highly competitive as to pricing
and purchasing single-use camera shells. The company has limited its
distribution and solicits small niche markets so as to try to avoid the
competition for camera shells and customers. Safari Camera Corporation also
reloads single-use cameras for Smith & Wesson(R) Cameras.

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

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

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

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

Smith & Wesson(R) Recoil Pad Company is an exclusive licensee of Smith &
Wesson Corp. It has private label recoil pads manufactured by Hartlee Systems,
Inc. The recoil pads are designed by Smith & Wesson(R) Recoil Pad Company and
the molds necessary to manufacture the recoil pads are purchased by Smith &
Wesson(R) Recoil Pad Company. It distributes these pads under the Smith &
Wesson brand name. Two models of recoil pads are manufactured for the company.
The "Safari" model is conventional as it is fitted to the butt of the stock of
a shotgun or rifle. The Smith & Wesson(R) self-adhesive shoulder recoil pad is
unique as it self adheres to the outer garment being worn by the user. On
September 23, 1999, Smith & Wesson(R) 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 & Wesson(R) 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.


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

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

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

On February 3, 2002, the Company leased a plant in Greenwood, Indiana in which
it will produce MolecuthaneTM products. (See: Part 1, Item 2. Description of
Property). MolecuthaneTM is a multi layered synthetic material


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designed by the Company to protect individuals and objects from injury,
discomfort and damage caused by kinetic force. The material is formulated to
give the ultimate protection required for each specific application. Using
molecular cross-linking, separate layers of MolecuthaneTM, each layer
formulated to achieve a defined result, are joined together into one unit. In
effect, the unit is a system because of the integrated action of each layer
with the other layers. The Company filed a trade mark application with the
United States Patent and Trademark Office designating the material as
MolecuthaneTM.  The material's primary use is to protect against injury and
discomfort whenever kinetic force from an impact or vibration resulting from
an impact can cause injury or discomfort to an individual or damage to
property.

In November, 2001, the Company granted Archangel International, Inc.,
exclusive distribution of its MolecuthaneTM 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
MolecuthaneTM 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 MolecuthaneTM body armor
inserts at this time.


Item 2.  Description of Property.

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

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

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

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


                                      7
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sufficiently high ambient temperature is reached, the fuse link melts,
releasing the piston rod from the fuse link and allowing the coil spring to
urge the plunger toward the other end of the syringe and forcing the
fire-retardant chemical from the nozzle. When smoke is present, the smoke
detector sounds an audible alarm.

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


Item 3.  Legal Proceedings.

     None


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

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


                                   PART II

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

     (a) Market Information

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

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

Fiscal 2001         High           Low

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

Fiscal 2000         High           Low

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


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


     (b) Holders

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

     (c) Dividends

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

     (d) Recent Sales of Unregistered Securities.

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

On or about February 14, 2001, the Company issued 25,000 shares of its par
value $0.001 restricted Common Stock to Jan Barani, a chemist, in
consideration of a three year consulting agreement during which the consultant
is to render services regarding the Company's development of MolecuthaneTM
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 MolecuthaneTM 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 MolecuthaneTM 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.


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

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

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

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

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

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

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


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

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

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


                                      10
<PAGE>
workers were laid off but it was necessary for the Company to retain certain
personnel. Cost of sales for the year ended December 31, 2000 was 86.8%
resulting in a gross profit of 13.2%.

Operating expenses for the year ended December 31, 2001 were $339,013 compared
to $245,437 for the year ended December 31, 2000, an increase of $93, 576 or
38.1%. Selling expenses increased by $3,256. General and administrative
expenses increased by $60, 553. Major increases included $35,000 for a plant
manager, rent increased by $7,000 and utilities increased by $5,000.

Other expenses for the year ended December 31, 2001, were $520,750 compared to
$22,959 in the year ended December 31, 2000. In fact, the Company recorded a
loss of $72, 849 on the sale of its property in Amsterdam, New York and
interest expense of $47,901, an increase of $24, 942. The increase in interest
expense resulted from converting current liabilities and deferred compensation
into convertible notes. The Company recorded an extraordinary gain on
discontinued operations of $103,558 on the liquidation of a non operating
subsidiary.

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

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


Item 7.  Financial Statements.

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


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

     None


                                 Part III

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

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

Morton Berger     73        President/Director                  1986

Lillian Berger    71        Secretary/Director                  1986


                                      11
<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-He has been an officer and director of the
Company since 1986. He has been the chief operating officer of the Company
since September, 1986. Mr. Berger graduated from New York University Law
School in June, 1952. He is the husband of Lillian Berger, the
Secretary/Treasurer and Director.

On May 29, 2001, Morton Berger, President of the Company sold 15, 687 shares
of the Company's Common Stock pursuant to Rule 144 of the Securities Act of
1933, as amended. On September 26, 2001, He sold 25,000 shares of the
Company's Common Stock pursuant to Rule 144 of the Securities Act of 1933, as
amended. On July 23, 2001, he purchased 50,000 shares of the Company's
restricted Common Stock pursuant to Section 4(2) of the Securities Act of
1933, as amended.  Pursuant to Section 16(a) and 23(a) of the Securities
Exchange Act of 1934, he was required to file a Form 4 with the United States
Securities and Exchange Commission as he was a control person as defined by
the Act. The Form 4 sets forth and discloses changes of beneficial ownership
of his Common Stock of the Company. Morton Berger failed to make the requisite
filings.

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

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


Item 10.  Executive Compensation

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


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

The following table sets forth, as of the date of this report, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each executive officer and
director individually and all executive officers and directors of the Company
as a group. No other


                                      12
<PAGE>
class of voting securities is outstanding. Each person is believed to have
sole voting and investment power over the shares except as noted.

<TABLE>
<CAPTION>
(a) Security ownership of certain beneficial owners

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

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

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

(b) Security ownership of management

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

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

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

Common              Includes all Officers and
                    Directors of the Company
                    As a group (2 persons)          4,440,385                47.6$%
<FN>
(1)  Includes the amount of shares each person or group has the right to
     acquire within 60 days pursuant options, warrants, rights, conversion
     privileges or similar obligations.

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

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

(4)  Morton Berger is President and a director of the Company.
</FN>
</TABLE>

Item 12.  Certain Relationships and Related Transactions

     None


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

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

                                                                       Page
                                                                       ----
1.   Financial Statements

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

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

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

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

     Notes to Consolidated Financial Statement.                     F-7-F-14

(b) Exhibits

     Exhibit No.
     -----------

        10.8         Exclusive Distribution Agreement

(c) Reports on Form 8-K

     None






                                 Signatures


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

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

           /S/ MORTON BERGER
     By________________________________________
          MORTON BERGER, PRESIDENT


     Date: March 15, 2002


                                      14
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                           -------------------------


                       Index  to  Financial  Statements
                       --------------------------------









                                                                      Page
                                                                      ----

     Report of Independent Certified
        Public Accountant.                                            F-2

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

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

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

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












                                      F-1
<PAGE>








INDEPENDENT  AUDITOR'S  REPORT


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

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

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

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

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

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

Monsey, New York
March 7, 2002




                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                               SAFARI  ASSOCIATES,  INC.
                             CONSOLIDATED  BALANCE  SHEET
                                  DECEMBER  31,  2001

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

                       LIABILITIES  AND  STOCKHOLDERS'  (DEFICIT)

Current Liabilities:
Notes Payable                                                             $      20,000
Accounts Payable                                                                357,506
Payroll and Other Taxes Payable                                                  23,710
Accrued Expenses                                                                 81,577
                                                                          --------------
     Total Current Liabilities                                                  482,793
                                                                          --------------
Other Liabilities:
Convertible Notes Payable                                                       505,500
Loan -Stockholder                                                                17,039
                                                                          --------------
     Total Other Liabilities                                                    522,539
                                                                          --------------
     Total Liabilities                                                        1,005,332
                                                                          --------------
Commitments and Contingencies - Note 10
Stockholders' (Deficit):
Common Stock, par value $.001  authorized
   100,000,000 shares, issued and
   outstanding  9,331,712  shares                                                 9,332
Additional Paid-in Capital                                                    1,368,738
Retained (Deficit)                                                           (1,936,280)
                                                                          --------------

     Total Stockholders (Deficit)                                              (559,318)
                                                                          --------------

     Total Liabilities and Stockholders' (Deficit)                        $     451,179
                                                                          ==============

</TABLE>




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


                                           F-3
<PAGE>
<TABLE>
<CAPTION>
                               SAFARI  ASSOCIATES,  INC.
                        CONSOLIDATED  STATEMENT  OF  OPERATIONS
                 FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000



                                                            2000                2001
                                                        ------------        ------------
<S>                                                     <C>                 <C>

Revenue                                                 $   348,460         $   769,580
Cost of Sales                                               441,303             668,455
                                                        ------------        ------------
Gross Profit                                                (92,843)            101,125
                                                        ------------        ------------

Operating Expenses:
Selling Expenses                                             24,732              21,476
General and Administrative Expenses                         284,514             223,961
Research and Development costs                               29,767                -
                                                        ------------        ------------
     Total Operating Expenses                               339,013             245,437
                                                        ------------        ------------

Net (Loss) from Operations                                 (431,856)           (144,312)
Other  (Expenses)
Loss on Disposal of Property                                (72,849)               -
Interest Expense                                            (47,901)            (22,959)
                                                        ------------        ------------
Total Other expenses                                       (120,750)            (22,959)
                                                        ------------        ------------
Net (Loss) before Provision  For Income Taxes
And Extraordinary item                                     (552,606)           (167,271)
Provision for Income Taxes                                     -                   -
                                                        ------------        ------------
Net (Loss) Before Extraordinary  Item
Gain from Discontinued operations                           103,558                -
                                                        ------------        ------------
     Net (Loss)                                         $  (449,048)        $  (167,271)
                                                        ============        ============

(Loss) Per Share Before Extraordinary item              $     (.06)         $     (.02)
Extraordinary Item                                             .01                 -
                                                        ------------        ------------
Net (Loss) Per Common Share                                   (.05)               (.02)
                                                        ============        ============

Weighted Average Shares Outstanding                       9,198,512           8,044,604
                                                        ============        ============


</TABLE>








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


                                           F-4
<PAGE>
<TABLE>
<CAPTION>
                               SAFARI  ASSOCIATES,  INC.
                   CONSOLIDATED  STATEMENT  STOCKHOLDERS'  (DEFICIT)
                 FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000



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

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

Private Placements                          300,000         300          62,200

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

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

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

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

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

</TABLE>








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


                                           F-5
<PAGE>
<TABLE>
<CAPTION>
                               SAFARI  ASSOCIATES,  INC.
                        CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                 FOR  THE  YEARS  ENDED  DECEMBER  31,  2001  AND  2000


                                                            2000                2001
                                                        ------------        ------------
<S>                                                     <C>                 <C>

Cash Flows from Operating Activities:
Net Income (Loss)                                       $  (449,048)        $  (167,271)
Adjustment to Reconcile Net Income (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                           8,599              11,187
      Gain from discontinued operations                    (103,558)               -
      Loss on sale of property                               72,849                -
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                       26,252              29,426
   Inventory                                                 15,849               5,164
   Prepaid Expenses and Other Assets                         71,764             (39,136)
Accounts Payable                                             57,858               3,303
Payroll and Other Taxes Payable                                -                   (327)
Accrued Expenses                                             84,054              17,218
Deferred Compensation                                        34,450              52,000
                                                        ------------        ------------

     Net Cash Used in Operating Activities                 (181,931)            (88,436)
                                                        ------------        ------------

Cash Flows from Investing Activities:
Proceeds from sale of property                               86,324                -
Property, Plant and Equipment                                  -                (15,542)
                                                        ------------        ------------

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

Cash Flows from Financing Activities:
Issuance of Common Stock                                     86,700              62,500
Loans Stockholder                                            17,039              (4,452)
Mortgage Payable                                            (40,000)            (40,000)
Notes Payable                                                12,000              40,000
Capital lease obligations                                      -                (63,782)
                                                        ------------        ------------

     Net Cash Provided by Financing Activities               75,739              74,266
                                                        ------------        ------------

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

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

Cash - End of Year                                      $    10,257         $    30,125
                                                        ============        ============

</TABLE>




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


                                           F-6
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001



Note 1  - Description of Business
---------------------------------
Safari Associates, Inc. (the "Company"), a Utah Corporation was incorporated
on July 30, 1980. Since 1997, the Company has incorporated four wholly owned
operating subsidiaries; Safari Camera Corporation, Inc., which manufactures
recycled single use disposable cameras, selling to distributors and retail
stores; Photography for Evidence, Inc., doing business under the name Smith &
Wesson(R) Cameras, sells recycled single use cameras to law enforcement
agencies; Impact Dampening Technology, Inc., doing business under the name
Smith & Wesson(R) Targets, to manufacture and sell targets. In March 1998, the
Company acquired Shoothru, Inc., a company that developed and designed a
product line of self-sealing reactive targets.

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.




                                      F-7
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001



Note 2  - Summary of significant Accounting Policies (Continued)
----------------------------------------------------------------

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

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

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

Note  3  - Deferred Compensation
--------------------------------
On April 1, 1994, the Company entered into an employment agreement with Mr.
Morton Berger, President and Director of the Company. The agreement called for
a base annual salary of $52,000. As of August 9, 2001, the Company owed Mr.
Berger $354,500. On August 9, 2001, the Company and Mr. Berger agreed that the
total liability would be converted into a convertible note (see note 5).





                                      F-8
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


Note  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 Dectember 30, 2001 and 2000 consist of the following:

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


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

Note  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.

On August 9, 2001 the Company and three individuals agreed to convert a total
of $460,000 of accrued expenses, deferred compensation, and loan payable
stockholder into convertible notes. The convertible notes are for a two year
period with interest at the rate of 8% per annum, payable quarterly commencing
December 1, 2001 until they mature on August 9, 2003.The notes are convertible
into restricted shares of common stock at a conversion rate of $.15 per share.


                                      F-9
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


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

Note  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.

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.

Note 8  - Common Stock
----------------------
In January 2000, the Company issued a total of 50,000 restricted shares of
common stock to  two individual investors at a price of $.25 per share with
the Company receiving net proceeds of $ 12,500.

In September 2000, the Company issued 250,000 restricted shares of common
stock to an individual investor at a price of $.20 per share with the Company
receiving net proceeds of $50,000.

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




                                      F-10
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


Note 8  - Common Stock (continued)
----------------------------------

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

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

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

On June 19, 2001, in connection with the sale of the premises at 64 Edson
Street in Amsterdam N.Y., the Company issued 200,000 restricted shares of
common stock valued at $.20 per share or $40,000 for the option to reacquire
the premises for $92,000 during the ten year period ending June 19, 2011.

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

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

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

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



                                      F-11
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


Note  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(R)
brand name in the United States, its possessions and Canada. The term of the
License is from January 1, 1998 to January 30, 2001. The license agreement
provides that Safari Enterprises, Inc. will pay Smith & Wesson Corp. a minimum
royalty of $15,000 the first eighteen months; $25,000 the next twelve months
and $35,000 the final twelve months. The minimums are to be paid against a
royalty of 5% of net  sales, whichever is greater. The license further
provides that Safari Enterprises, Inc. can assign the license to an affiliate
company under the same control as Safari Enterprises, Inc. On January 12,
1998, the License was amended by adding recoil pads for firearms, effective
January 1, 1998.

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


                                      F-12
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


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

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


Note 10  - Going Concern
------------------------
The Company has experienced operating loss since inception and has a retained
deficit as of December 31, 2001 of $1,936,000. Approximately $1,155,000 of the
losses occurred prior to 1997, and is a direct result of discontinued
operations. Additional losses of approximately $275,000 were incurred during
the development stage in the production of and recycling of single use
cameras. Additionally, the Company has funded research and development cost
that have gone into the design and production of a line of self sealing
reactive targets and recoil pads.

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

Even if the Company is capable of generating a profit in fiscal 2001, the
Company may be required to raise additional equity to reduce outstanding
liabilities, finance expansion, and introduce new product lines. There is no
assurance that the Company will be able to raise the capital that it may
require for the aforementioned purposes, or if it is able to raise such
capital, that it can do so on terms favorable to the Company.

Note  11  - Supplemental Disclosures to Cash Flow Statement
-----------------------------------------------------------

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


                                      F-13
<PAGE>
                           SAFARI  ASSOCIATES,  INC.
                NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER 31, 2001


Note 12  - Subsequent Events
--------------------------

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

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







                                      F-14