**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE**
 **COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB/A**
 **Amendment
        No. 2**
 
 [x]
        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        fiscal year ended December 31, 2005.
 
 Commission
        file number 0-30215
   
 Safari
        Associates, Inc.
 Name
        of
        small business issuer in its charter
 
 Utah      87-9369569
 
 State
        or
        other jurisdiction of incorporation or (I.R.S. Employer Identification
        No.)
 Organization
 
 12753
        Mulholland Drive, Beverly Hills, Ca   90210
 (Address
        of principal executive
        offices)                  
Zip
 
 Issuer’s
        telephone number ( 310)
        733-0879
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 None
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 Common
        Stock, $.001 par value
 (Title
        of
        class)
 
 Indicate
        by check mark, whether the registrant (1) has filed all reports required
        to be
        filed by Section 13 or 15(d) of the Securities Exchange Act during the past
        12
        months (or for such shorter period that the registrant was required to file
        such
        reports), and (2) has been subject to such filing requirements for the past
        90
        days. Yes [ X] No [
        ]
 
 Indicate
        by check mark , if disclosure of delinquent filers in response to Item 405
        of
        Regulation S-B is not contained herein and will be contained, to the best
        of
        registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSB or any amendment
        to
        this Form 10-KSB [X]
 
 Revenue
        for the fiscal year ended December 31, 2005 is $ 0 the aggregate market value
        of
        the voting stock held by non-affiliates of the registrant based on the closing
        bid price of such stock as of March 31, 2006 amounted to $329,722.
 
 The
        number of shares outstanding of each of the registrant’s classes of common stock
        as of December 31, 2005 was 1,505,034 shares.
 
 EXPLANATORY
        NOTE
 
 This
        Form
        10-KSB/A is being filed to reflect corrected dates for the auditor's report
        on
        page F-1 due a computer error made during the edgarizing of the document
        in html
        format. The dates were correct on the final draft, however, during the
        conversion process to html, typographical errors appeared on the final
        version.
 
 
 **KSB/A
            -
            1**
 
 
 
 **FORM
        10-KSB**
 **FISCAL
        YEAR ENDED DECEMBER 31, 2005**
 **TABLE
        OF CONTENTS**
 
 **Part
        I**
  Item
        1.   Description
        of Business.
 
 Item
        2.   Description
        of Property.
 
 Item
        3.   Legal
        Proceedings.
 
 Item
        4.   Submission
        of Matters to Vote of Security Holders.
 
 **Part
        ll**
 
 Item
        5.   Market
        for Common Equity and Related Stockholder Matters.
 
 Item
        6.   Management’s
        Discussion and Analysis or Plan of Operation.
 
 Item
        7.   Financial
        Statements.
 
 Item
        8.   Changes
        in and Disagreements With Accountants Accounting And
        Financial Disclosure.
 
 **Part
        lll**
 
 Item
        9.   Directors,
        Executive Officers, Promoters, and Control Persons;
 Compliance
        with Section 16(a) of the Exchange Act.
 
 Item
        10.  Executive
        Compensation.
 
 Item
        11.  Security
        Ownership of Certain Beneficial Owners and Management.
 
 Item
        12.  Certain
        Relationships and Related Transactions.
 
 Item
        13.  Exhibits,
        Financial Statement Schedules and Reports on Form 8-K.
 
 Signatures
 
 **KSB/A
            -
            2**
  **PART
        1**
 
 **Item
        1. Description of Business**
 
 Safari
        Associates, Inc., (the “Company”) is the successor corporation of Mag
        Enterprises, Inc., a Utah corporation incorporated on July 30, 1980. On
        September 10, 1993, an Amendment to the Articles of Incorporation. were filed
        to
        change its name from Mag Enterprises, Inc to Safari Associates,
        Inc.
 
 The
        Company has eight wholly owned subsidiaries; Safari Group Safety Products,
        Inc.,
        Safari Camera Corporation, Photography For Evidence, Inc., Impact Dampening
        Technology, Inc., Safari Target Corporation, Shoothru, Inc., Safari Boat
        Company, and Safari Lure Company . All the subsidiaries are inactive except
        for
        Safari Group Safety Products, Inc. which is a research and development
        company.
 
 During
        late fiscal 2003 and into fiscal 2004, the Company decided to change its
        strategy from the manufacture and distribution of disposable cameras, recoil
        pads and self sealing targets to concentrate on the research and development
        of
        fire safety products.
 
 The
        Company is developing and testing two safety devices intended to save lives
        in
        the event of hostile fire. The Flame TameTM, a fire alarm that automatically
        sprays a fire retardant material covering approximately 200 square feet when
        activated by heat in excess of 145 degrees Fahrenheit. The other is a portable
        descent device to enable individuals to escape from the upper floors of a
        burning building. The Company believes that since the disaster of 9/11, the
        descent device has become a viable product with great potential for the Company.
        The Company is currently testing a prototype of the descent device. Should
        testing be successful, it intends to commence production of a final prototype
        and prepare everything necessary to solicit bids for production both in the
        United States and abroad. The Company has retained Arthur Tipling Sempliner,
        to
        complete development and testing of the descent device and solicit bids for
        its
        production. Mr. Sempliner is the Company’s Director of New Product Development.
        Mr. Sempliner is an adjunct Associate Professor at Pratt Institute in Brooklyn,
        NY. He is working on both the Flame TameTM and the development of the individual
        portable descent device.
 
 The
        Company will require additional capital to fund the development, testing,
        production and marketing of both the Flame TameTM and descent device. There is no
        assurance that the Company will be able to raise the necessary capital, and
        if
        it is able to raise said capital that it will be able to do so on terms
        favorable to the Company.
 
 The
        Company has one full time employee, its President, Zirk
        Engelbrecht.
 
 **Item
        2. Description of Property.**
 
 The
        Current principal office of the Company is located at 12753 Mulholland Drive,
        Beverly Hills, California.
 
 **Item
        3. Legal Proceedings.**
 None
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None
 
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters.**
 
 (a)
            Market
                Information 
 The
        common stock of this Issuer is now quoted Over the Counter on the Bulletin
        Board
        ("OTCBB")(Symbol SFAR). We have one class of securities, Common Voting Equity
        Shares ("Common Stock"). The Company's Securities may be quoted in the
        over-the-counter market, but there is presently, and historically, no
        substantial market for our common stock. Even so, quotations for, and
        transactions in, the Securities are capable of rapid fluctuations, resulting
        from the influence of supply and demand on relatively thin volume. There
        may be
        buyers at a time when there are no sellers, and sellers when there are no
        buyers, resulting in significant variations of bid and ask quotations by
        market-making dealers, attempting to adjust changes in demand and supply.
        A
        young market is also particularly vulnerable to short selling, sell orders
        by
        persons owning no shares of stock, but intending to drive down the market
        price
        so as to purchase the shares to be delivered at a price below the price at
        which
        the shares were sold short. Based upon standard reporting sources, the following
        information is provided during the fiscal years 2005 and 2004:
  **KSB/A
            -
            3**
 
 Fiscal
                  2005
              High
              LowMarch 31, 2005
              $1.20
              $.10June 30, 2005
              $
                  .33
              $.22September 30, 2005
              $
                  .33
              $.15December 31, 2005
              $
                  .38
              $.15Fiscal
                  2004
              High
              LowMarch 31, 2004
              $
                  .25
              $.18June 30, 2004
              $
                  .40
              $.18September 30, 2004
              $
                  .18
              $.18December 31, 2004
              $
                  .18
              $.10
 
 The
        source of this information for fiscal year 2005 and 2004 is trading information
        as reported by the National Association of Securities Dealers Composite or
        other
        qualified inter-dealer Quotation Medium.
 
 (b)
            Holders As
        of
        December 31, 2005, there were approximately 282 stockholders of record of
        the
        Company’s Common Stock. The number does not include beneficial owners who held
        shares at broker/dealers in “street name”
 
 (c)
            Dividends We
        have
        not paid any cash dividends on our Common Stock, and do not anticipate paying
        cash dividends on our Common Stock in the next year. We anticipate that any
        income generated in the foreseeable future will be retained for the development
        and expansion of our business. Future dividend policy is subject to the
        discretion of the Board of Directors and will depend upon a number of factors,
        including future earnings, debt service, capital requirements, business
        conditions, the financial condition of the Company and other factors that
        the
        Board of Directors may deem relevant.
 
 (d)
            Recent
                Sales of Unregistered Securities. During
        the last two years, the Company sold restricted shares of its $0.001 par
        value
        Common Stock without registering the securities under the Securities Act
        of
        1933, as amended.
 
 On
        April
        26, 2004, the Company issued 10,000 shares of its restricted common stock
        to
        Consumer Construction Inc. for consulting service valued at $.10 per share
        for a
        total value of $1,000.00. Consumer Construction, Inc. executed an investment
        letter which the Company relied upon to establish that the transaction was
        exempt from registration pursuant to Section 4(2) of the Securities Act of
        1933,
        as amended. No broker or underwriter was involved in the transaction and
        no
        commission was paid. No other compensation expense was recorded.
 
 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. No other
        compensation expense was recorded.
 
 As
        of the
        date of the issuances set forth above, the average daily high and low bids
        were
        unavailable to the Issuer. The Company's Securities may be quoted in the
        over-the-counter market, but there is presently, and historically, no
        substantial market for our common stock. This Issuer has determined that,
        quotations for, and transactions in, the Securities are capable of rapid
        fluctuations, resulting from the influence of supply and demand on relatively
        thin volume. There may be buyers at a time when there are no sellers, and
        sellers when there are no buyers, resulting in significant variations of
        bid and
        ask quotations by market-making dealers, attempting to adjust changes in
        demand
        and supply. A young market is also particularly vulnerable to short selling,
        sell orders by persons owning no shares of stock, but intending to drive
        down
        the market price so as to purchase the shares to be delivered at a price
        below
        the price at which the shares were sold short.
  **KSB/A
            -
            4**
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 **(a)
        Plan of Operation.** Our
        Plan
        of Operation is unchanged from our previous Quarterly Report.
 
 Our
        financial statements contain the following additional material
        notes:
 
 (Note
        3-Development Stage Company). We are a development stage company as defined
        in
        Financial Accounting Standards Board Statement 7. We are concentrating on
        raising capital and developing our business operations.
 
 (Note
        8-Going Concern) The Company’s financial statements have been prepared assuming
        that the Company will continue as a going concern. The Company has suffered
        recurring operating losses and is dependent upon raising capital to continue
        operations. The financial statements do not include any adjustments that
        might
        result from the outcome of this uncertainty. It is management's plan to raise
        additional funds to continue operations.
 
 **Cash
        Requirements and of Need for additional funds: twelve
        months** .
        We have
        a present need for additional funding to bring this phase to completion.
        We
        continue to face certain minimal cash requirements for corporate maintenance,
        legal and professional and auditing expenses. Our cash requirements for these
        purposes are not in issue. We have some limited prospects for acquiring further
        funding from shareholder advances.
 
 **Cautionary
        Statement:** There
        can be no assurance that we will be successful in raising capital through
        private placements or otherwise. Even if we are successful in raising capital
        through the sources specified, there can be no assurances that any such
        financing would be available in a timely manner or on terms acceptable to
        us and
        our current shareholders. Additional equity financing could be dilutive to
        our
        then existing shareholders, and any debt financing could involve restrictive
        covenants with respect to future capital raising activities and other financial
        and operational matters.
  **(c)
        Discussion and Analysis of Financial Condition and Results of Operations.** We
        have
        had no revenues for past fiscal years or any interim periods covered by this
        report, or to the actual date of this report, or from inception. Our independent
        auditor has indicated the following material notes to our financial statements:
        (Note 2-Going Concern) The accompanying financial statements have been prepared
        assuming that the Company will continue as a going concern. The Company has
        had
        recurring operating losses and is dependent upon raising capital to continue
        operations. The financial statements do not include any adjustments that
        might
        result from the outcome of this uncertainty. It is management's plan to find
        an
        operating company to merge with, thus creating necessary operating revenues.
        (Note 3-Development Stage Company) The Company is a development stage company
        as
        defined in Financial Accounting Standards Board Statement 7. It is concentrating
        substantially all of its efforts in raising capital and developing its business
        operations in order to generate operating revenues. (Note 4-Related Party
        Transactions) Please refer to Note 4 of our Audited Financial Statements
        for
        more complete information and details on this subject.
 
 **Cautionary
        Statement Repeated:** There
        can be no assurance that we will be successful in raising capital through
        private placements, business combinations or otherwise. Even if we are
        successful in raising capital through the sources specified, there can be
        no
        assurances that any such financing would be available in a timely manner
        or on
        terms acceptable to us and our current shareholders. Additional equity
        financing, merger or joint-venture could be dilutive to our then existing
        shareholders, and any debt financing could involve restrictive covenants
        with
        respect to future capital raising activities and other financial and operational
        matters. Even if we are successful in raising capital in a timely manner
        and on
        terms acceptable to us and our shareholders, there are innumerable risks
        of
        business failure that haunt the path to profitability. We may not prove
        competitive in our areas of focus. Funding may not prove adequate to see
        us
        through our development stage. We are virtually a start-up company with all
        of
        the risks which attend new ventures.
  **KSB/A
            -
            5**
  During
        late fiscal 2003 and into fiscal 2004, the Company decided to change its
        strategy from the manufacture of disposable cameras, recoil pads and targets
        to
        concentrate on research and development of other products to be used to increase
        safety in the event of hostile fires.
 
 The
        Company is developing and testing two new safety devices intended to save
        lives
        in the event of hostile fire. One device is the Flame TameTM, a unit that
        automatically sprays a fire retardant material covering approximately 200
        square
        feet when activated by heat in excess of 145 degrees Fahrenheit. The other
        is a
        portable descent device to enable individuals to escape if trapped at the
        upper
        floors of a burning building. The device allows individuals a last resort
        avenue
        of escape. The Company believes that since the disaster of 9/11, the descent
        device has become a viable product with great potential for the Company.
        The
        Company is presently in the development and testing stages of a prototype
        of the
        descent device. Should development and testing be successful, the Company
        will
        compile everything necessary so that the descent device can be given out
        for
        manufacturing bids.
 
 The
        Company has retained Arthur Tipling Sempliner, to complete the development
        and
        testing of the descent device and to solicit for bids for production. Mr.
        Sempliner is the Company’s Director of New Product Development. Mr. Sempliner is
        an adjunct Associate Professor at Pratt Institute in Brooklyn, NY. He is
        working
        on both the Flame TameTM and the development of the individual portable descent
        device. The Flame TameTM has been placed on the back burner pending
        pre-production completion of the descent device and actual production of
        the
        descent device. All lack of capital problems that exist for the Flame TameTM also
        exist for the descent device as hereinafter described.
 
 During
        the past three years, the Company has had two different working prototypes
        of
        the Flame TameTM manufactured and tested. Although the Company is satisfied with
        the operation of the second prototype it intends to design a third prototype
        that will incorporate certain aesthetic and functional modifications that
        it
        believes will potentially increase its market and reduce its projected
        manufacturing costs. Management believes that its United States patent gives
        the
        Fame TameTM broad United States protection against another company duplicating
        the device and competing with the Company. However, even after the completion
        of
        the third working prototype, further intensive testing will be necessary
        before
        this product will be ready for manufacture and distribution. Approvals of
        independent testing laboratories may be required before the product can be
        brought to market. The Company lacks the necessary capital to complete the
        third
        prototype. There is no assurance that the Company will be able to raise the
        necessary capital and if it is able to raise said capital it will be on terms
        favorable to the Company. Should the Company raise the capital necessary
        to
        complete the third prototype, it does not have the capital required for the
        intensive testing it will require. The Company is not now seeking that capital
        and does not know whether it will be able to raise that capital when required.
        Management knows that should the Flame TameTM pass all of its preproduction
        tests, it does not have the capital for production or marketing of the product
        and has not established a plan to seek the required capital.
 
 Operating
        expenses for the year ended December 31, 2005 were $171,099 compared to $140,238
        for the year ended December 31, 2004. Research and development costs increased
        by $50,650 over the year ended December 31, 2004. The expense for research
        and
        development the descent device increased to $71,000 in 2005 from $11,500
        in
        2004. The Company has been modifying the prototype of the descent device
        and the
        harness system in order to get competitive bids for production. The Company
        has
        eliminated all but necessary expenses which include officer’s compensation,
        accounting and filing fees. General and administrative expenses decreased
        by
        $19,789 in the year ended December 31, 2005 from December 31, 2004. Mr. Berger,
        former chairman of the Company waived his compensation for the fourth quarter
        of
        2005 in the amount of $13,000 and professional fees decreased by
        $7,000.
  
 As
        a
        result the change in strategy, the Company reclassified certain income and
        expense items previously reported. The Company reported losses from discontinued
        operations of $14,337 in 2004.
 
 Interest
        expense for the year ended December 3, 2005 and 2004 was $41,740 and $41,720
        respectively.
 
 Liquidity
        and Capital Resources
 As
        of
        December 31, 2005, the current liabilities exceeded the current assets by
        $1,641,550. The Company has primarily relied on the proceeds of no interest
        loans from two stockholders to fund operations and the issuance of common
        stock
        for payment of certain consulting and professional services. The loans from
        the
        stockholders do not include any terms for repayment.
  **KSB/A
            -
            6**
 
 The
        Company is currently exploring different methods of raising additional equity
        capital through a private placement or other means. There is no assurance
        that
        the Company will be successful in its efforts to raise additional equity
        capital. Even if the Company is successful in raising additional capital,
        there
        is no assurance that it will be sufficient for the Company to be able to
        continue as a going concern.
 
 Off
        Balance Sheet Arrangements
 
 The
        Company does not have any off balance sheet arrangements that are reasonably
        likely to have a current or future effect on its financial condition, revenues,
        and results of operations, liquidity or capital expenditures.
 
 Contractual
        Obligations
 
 None
 
 **Item
        7. Financial Statements.**
 
 The
        information required by this item is incorporated by reference to pages F-1
        through F-12 of this annual report on Form 10-KSB.
 
 **Item
        8. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure.**
 
 None.
 
 **ITEM
        8A. Controls and Procedures**
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over our financial reporting. As of the end of the period covered
        by
        this report, our management conducted an evaluation, under the supervision
        and
        with the participation of our chief executive officer and chief financial
        officer of our disclosure controls and procedures (as defined in Rule 13a-15(e)
        and Rule 15d-15(e) of the Exchange Act).
  The
        Certifying Officers have evaluated the effectiveness of our disclosure controls
        and procedures as of the end of the period covered by this report and believe
        that our disclosure controls and procedures are effective based on the required
        evaluation.  During the period covered by this report, there were no
        changes in internal controls that materially affected, or are reasonably
        likely
        to materially affect, our internal control over financial
        reporting.
  
 **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 OfficerMorton Berger1
              77
              Former President/CFO/Director
              1986
              BothZirk Engelbrecht
              
              Current CEO/Director
              2006
              BothLillian Berger
              75
              Secretary/Treasurer/Director
              1986
              BothStephen Steeneck
              38
              Chief Executive
                Officer/Director
              2002
              BothMichael A. Konecny
              50
              Director
              2003
              Director
                only
 1  On
          the
          eve of March 6, 2006, Chairman of the Board and President, Mort Berger
          passed
          away after battling a long illness.
 
 **KSB/A
            -
            7**
  On
        March
        6, 2006, the existing director of the Company Michael A. Konecny appointed
        Zirk
        Engelbrecht as a director nominee to serve as the new member of the Board
        of
        Directors. The appointment will not take effect until at least ten days in
        compliance with Section 14(f) of the Securities Exchange Act of 1934, as
        amended, and Rule 14f-1 thereunder. After the ten day period, Zirk
        Engelbrecht will become Chairman of the Board of Directors and Mr. Konecny
        will
        resign. On the eve of March 6, 2006, Chairman of the Board and President,
        Mort
        Berger passed away after battling a long illness. Mr. Konecny appointed Zirk
        Engelbrecht as President.
 
 On
        April
        5, 2006, the existing director of the Company Stephen Steeneck was removed
        by a
        majority of the Board of Directors for cause. Mr. Steeneck displayed, on
        multiple occasions, gross insubordination as a Member of the Board of Directors,
        by directing unsubstantiated accusations towards the remaining Members of
        the
        Board of Directors. The majority of the Board felt this was just cause for
        warranting removal.
 
 On
        April
        5, 2006, the existing Chief Executive Officer of the Company Stephen Steeneck
        was removed by a majority of the Board of Directors.
 
 On
        April
        5, 2006, President and Chairman of the Company Zirk Engelbrecht was appointed
        Chief Executive Officer of the Company. As Chief Executive Officer, Mr.
        Engelbrecht will be the final decision maker regarding the day to day operations
        of the Company.
 
 Each
        director serves until the next annual meeting of shareholders and until his
        or
        her respective successor is duly elected and qualifies. Executive officers
        are
        elected by the Board of Directors to serve at the discretion of the
        directors
 
 ZIRK
        ENGELBRECHT **-** Current
        CEO/CFO/Chairman- Mr. Engelbrecht holds a degree in Mechanical Engineering.
        Mr.
        Engelbrecht has extensive experience with public companies in South Africa
        and
        the United States and has overseen the venture capital phase and public
        registration of numerous public companies since 1994.
  MORTON
        BERGER- Former President/Director- was our former 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- Former Chief Executive Officer since November of 2002 until April
        5,
        2006. 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.
 
 **KSB/A
            -
            8**
 
 **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: Mr. Zirk Engelbrecht, 12753 Mulholland Drive,
        Beverly Hills, California, 90210. The Company’s telephone number is (310)
        733-0879.
 
 **Compliance
        with Section 16(a) of the Exchange Act**
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
        and executive officers and persons who beneficially own more than ten percent
        of
        a registered class of the Company’s equity securities to file with the SEC
        initial reports of ownership and reports of change in ownership of common
        stock
        and other equity securities of the Company. Officers, directors and greater
        than
        ten percent stockholders are required by SEC regulations to furnish the Company
        with copies of all Section 16(a) forms they file. Based solely on the review
        of
        copies of such reports furnished to the Company and written representations
        that
        no other reports were required, the Company believes that during the fiscal
        year
        ended September 30, 2004, its executive officers, directors and all persons
        who
        own more than ten percent of a registered class of the Company’s equity
        securities complied with all Section 16(a) filing requirements.
  **KSB/A
            -
            9**
 
 **Item
        10. Executive Compensation**
 
 No
        Company executive other than Morton Berger has drawn or accrued a salary.
        Since
        April, 1994, Morton Berger has had an agreement to be paid a salary of $1,000
        a
        week. He has never been paid his full salary and has been accruing his unpaid
        salary. From April 1, 1994 to December 31, 2000, the Company owed Morton
        Berger,
        president of the Company, accrued salary in the amount of $377,000. On August
        9,
        2001, he converted $355,000 of the accrued compensation into a convertible
        note.
        (See note 5, financial statements.)
 **Item
        11. Security Ownership of Certain Beneficial Owners and
        Management.**
 
 The
        following table sets forth, as of the date of this report, the stock ownership
        of each person known by the Company to be the beneficial owner of five percent
        or more of the Company’s Common Stock, and each executive officer and director
        individually and all executive officers and directors of the Company as a
        group.
        No other class of voting securities is outstanding. Each person is believed
        to
        have sole voting and investment power over the shares except as
        noted.
  
 Title
                  of Class
              Name
                  and Address of
                Beneficial
                  Owner
              Amount
                  and Nature(1)
                Of
                  Beneficial Owner
              Percent
                of
                  Class (2)Common
              Lillian Berger (3)
                13
                  Eastbourne Drive
                Spring
                  Valley, NY10977
              415,415
              27.97%Common
              Morton Berger (4)
                13
                  Eastbourne Drive
                Spring
                  Valley, NY 10977
              45,315
              3.05%Common
              Henry
                  Steeneck
                2676
                  Old Yorktown Road
                Yorktown
                  Heights, NY 10598
              110,000
              7.40%Common
              Stephen
                Steeneck (5)
                2676
                  Old Yorktown Road
                Yorktown
                  Heights, NY 10598
              110,000
              7.40%Michael
                  Konecny (6)
                15
                  Constitution Drive
                Leonardo,
                  NJ 07737
              -0-
              -0-Includes
                  all Officers and
                Directors
                  of the Company
                As
                  a group (2 persons)
              680,730
              45.82%
 
 (1)  Includes
        the amount of shares each person or group has the right to acquire within
        60
        days pursuant to options, warrants, rights, conversion privileges or similar
        obligations.
 
 (2)
            Based
                upon 1,505,034 shares outstanding, plus the amount of shares each
                person
                or group has the Right
        to
        acquire within 60 days pursuant to options, warrants, rights, conversion
        privileges or similar
 Obligations.
 
 (3)
            Lillian
                Berger is Secretary-Treasurer and a director of the
                Company. 
 (4)
            Morton
                Berger is President and a director of the Company. 
 (5)
            Stephen
                Steeneck is the Chief Executive Officer and a Director of the
                Company. 
 (6)
            Michael
                Konecny is a Director of the Company.  **KSB/A
            -
            10**
 
 **Item
        12. Certain Relationships and Related Transactions**
 None
 
 Except
        as
        set forth above, the Company has not entered into any transaction during
        the
        last two years and it has not proposed any transaction to which the Company
        was
        or is to be a party, in which any of the following persons had or is to have
        a
        direct or indirect material interest:
 
 -
            Any
                director or executive officer of the
                Company; -  Any
        nominee for election as a director;
 -  Any
        security holder named in the “Security Ownership of Certain Beneficial Owners
        and “management”
        section above; and
 -  Any
        member of the immediate family (including spouse, parents, children, siblings,
        and in-laws) of any such person.
 
 
 **Item
        13. Exhibits, Financial Statement Schedules and Reports on Form
        8-K**
 
 (a)
            The
                following documents are filed as part of this
                report 
 Index
        to
        Financial Statements
 
 Report
        of
        Independent Registered Public Accountant Accounting Firm
 
 Consolidated
        Balance Sheet as of December 31, 2005.
 
 Consolidated
        Statements of Operations for the Years ended
 December
        31, 2005 and 2004
 
 Consolidated
        Statements of Stockholders’ (Deficit) for the
 Years
        ended December 31, 2005 and 2004.
 
 Consolidated
        Statements of Cash Flows for the Years
 Ended
        December 31, 2005 and 2004.
 
 Notes
        to
        Financial Statements.
 
 (b)
        Exhibits
 
 **Exhibit**
 **Number**       **Description**
 
 14.1  Code
        of
        Ethics and Business Conduct (incorporated by reference Form 10 KSB December
        31,
        2003)
 21.1
            List
                of Subsidiaries 31.1
            Certification
                by Zirk Engelbrecht, Chief Executive Officer and Chief Financial
                Officer,
                pursuant to Section 302of the Sarbanes- Oxley Act of
                2002 32.1
            Certification
                by Zirk Engelbrecht, Chief Executive Officer and Chief Financial
                Officer,
                pursuant to Section 906of the Sarbanes- Oxley Act of
                2002 (c)
        Reports on Form 8-K.
 Form
        8-K
        dated March 14, 2006
 Form
        8-K
        dated April 7, 2006
 
 
 **KSB/A
            -
            11**
 
  **Signatures**
 
 Pursuant
        to the requirements of Section 13 and 15(d) of the Exchange Act, the registrant
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized.
 
 ***Safari
        Associates, Inc.***
 
 
 Date:
        April 19, 2006  By *s/ Zirk Engelbrecht*
 Zirk
        Engelbrecht
 Chief
        Executive
        Officer
 Chief
        Financial Officer
 
 
  
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the Registrant and in
        the
        capacities and on the dates indicated.
 
 
 
 Date:
        April 19, 2006    By:  */s/
        Zirk Engelbrecht*
 Zirk
        Engelbrecht, Chief Executive Officer
 and
        Chief
        Financial Officer
 
 
 Date:
        April 19, 2006    By:  */s/
        Lillian Berger*
 Lillian
        Berger, Director
 
 
 
 **KSB/A
            -
            12**
 
 **EXHIBIT
        21.1**
 **LIST
        OF SUBSIDIARIES**
 Safari
        Group Safety Products Inc, a New York Corporation
 Safari
        Camera Corporation, a New York Corporation
 Photography
        For Evidence Inc., a New York Corporation
 Impact
        Dampening Technology Inc. a New York Corporation
 Safari
        Target Corporation, a New York Corporation
 Shoothru
        Inc., a New Jersey Corporation
 Safari
        Boat Company, a New York Corporation
 Safari
        Lure Company, a New York Corporation
 
 
 **KSB/A
            -
            13**
  **EXHIBIT
        31.1**
 
 **CERTIFICATION
        PURSUANT TO RULE 13a-14 AND 15d-14 UNDER**
 **THE
        SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**
 
 I,
        Zirk
        Engelbrecht, Chief Executive Officer/Chief Financial Officer of Safari
        Associates, certify that:
 I
        have
        reviewed this annual report on Form 10 KSB/A of Safari Associates,
        Inc.;
 
 1.
            Based
                on my knowledge, this annual report does not contain any untrue statement
                of a material fact or omit to state a material fact necessary to
                make the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                annual report; 
 2.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this annual report, fairly present in all material respects
                the financial condition, results of operations and cash flows of
                the
                Registrant as of, and for, the periods presented in this annual
                report; 
 3.  Based
        on
        my knowledge, the financial statements, and other financial information included
        in this Report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the Company, as of, and for, the
        periods
        presented in this Report;
  4.  I
        and the
        other certifying officers of the Company are responsible for establishing
        and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-15(e) and 15d-15(e)) for the Company and have:
 (a)
        Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to the Company, including any consolidated
        subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this Report is being prepared;
 
 (b)
        Evaluated the effectiveness of the Company's disclosure controls and procedures
        and presented in this Report our conclusions about the effectiveness of the
        disclosure controls and procedures, as of the end of the period covered by
        this
        Report based on such evaluation; and
 
  (c)
        Disclosed in this Report any change in the Company’s internal control over
        financial reporting that occurred during the Company’s most recent fiscal
        quarter (the Company’s fourth fiscal quarter in the case of an annual report)
        that has materially affected, or is reasonably likely to materially affect,
        the
        Company’s internal control over financial reporting; and
 
  5.  I
        and the
        other certifying officers have disclosed, based on our most recent evaluation
        of
        internal control over financial reporting, to the Company’s auditors and to the
        audit committee of the Company’s board of directors (or persons performing the
        equivalent functions):
 
  (a)
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the Company's ability to record, process, summarize and
        report
        financial information; and
 (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Company's internal control over financial
        reporting.
 
 Date:
          April 19, 2006    By:  */s/
          Zirk Engelbrecht*
 Zirk
          Engelbrecht, Chief Executive Officer
 and
          Chief
          Financial Officer
 
 **KSB/A
              -
              14**
  **EXHIBIT
        32.1**
 **CERTIFICATE
        PURSUANT TO**
 **18
        U.S.C. SECTION 1350,**
 **AS
        ADOPTED PURSUANT TO**
 **SECTION
        906 OF THE SARBANES-OXLEY ACT OF 2002**
 
 
 
 In
        connection with the Annual Report of Safari Associates, Inc. (the “Company”) on
        Form 10K-SB for the fiscal year ended December 31, 2005 as filed with the
        Securities & Exchange Commission (the “Report”), each of the undersigned, in
        the capacities and on the dates indicated below, hereby certifies pursuant
        to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002, that:
  
  1.
            The
                Report fully complies with the requirements of Section 13(a) or 15(d)
                of
                the Securities Exchange Act of 1934; and 
  2.
            The
                information contained in the Report Fairly presents, in all material
                respects, the financial condition and results of operations of the
                Company. 
  
  Dated:  April
        19,
        2006   By:  */s/
        Zirk Engelbrecht* ____________________
  Zirk
        Engelbrecht
  Chief
        Executive Officer & Chief Financial Officer
  
 
 **KSB/A
            -
            15**
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors and Stockholders
 Safari
        Associates, Inc.
 Beverly
        Hills, California
 
 We
        have
        audited the accompanying consolidated balance sheet of Safari Associates,
        Inc.
        and Subsidiaries (A Development Stage Company) as of December 31, 2005 and
        the
        related consolidated statements of operations, and cash flows for the years
        ended December 31, 2005, December 31, 2004 and for the period January 1,
        2003
        (inception of development stage) to December 31, 2005 and the statement of
        changes in stockholders’ equity for the period January 1, 2003 (inception of
        development stage( to December 31, 2005. These financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion of these financial statements based on our audits.
 
 We
        conducted our audits in accordance with Standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall consolidated financial statement
        presentation. We believe that our audits provide a reasonable basis for our
        opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Safari Associates, Inc.
        and
        Subsidiaries at December 31, 2005 and the results of their operations and
        their
        cash flows for the years ended December 31, 2005, December 31, 2004 and for
        the
        period January 1, 2003 (inception of development stage) to December 31, 2005,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 8 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
        8. The financial statements do not include any adjustments that might result
        from the outcome of this uncertainty.
 
 /s/
        Linder & Linder
 Linder
        & Linder
 Certified
        Public Accountants
 
 Dix
        Hills, New York
 April
        17,
        2006
 
 
 **KSB/A
            -
            16**
 
 **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        BALANCE SHEET**
 **DECEMBER
        31, 2005**
  
 **ASSETS****2005****Current
                Assets:**Cash
              $
              7,514Total
                  Assets
              $
              7,514**LIABILITIES
                  AND STOCKHOLDERS’
                  (DEFICIT)****Current
                Liabilities**Notes
                Payable
              $
              15,000Accounts
                Payable
              
              312,296Payroll
                and Other Taxes Payable
              
              27,772Accrued
                Expenses
              
              532,384Convertible
                Notes Payable
              
              505,500Loan
                -Stockholders
              
              256,112Total
                  Current Liabilities
              
              1,649,064Commitments
                and Contingencies**Stockholders’
                (Deficit):**Common
                Stock, par value $.001
                authorized100,000,000
                  shares, issued andOutstanding
                  1,505,034 shares
              
              1,505Additional
                Paid-in Capital
              
              1,982,454Deficit
                Accumulated During Development
                Stage
              
              (644,118
              )Retained
                (Deficit)
              
              (2,981,391
              )Total
                  Stockholders (Deficit)
              
              (1,641,550
              )Total
                  Liabilities and Stockholders’ (Deficit)
              $
              7,514
  The
        accompanying notes are an integral part of these Financial
        Statements.
 
  **KSB/A
            -
            17**
 
 
 **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
 **AND
        FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2005**
 **(PERIOD
        OF DEVELOPMENT STAGE)**
  **Cumulative****Loss
                    during****Development****Stage**
                
                
                **2005**
                
                
                **2004****Operating
                  Expenses:**General
                  and Administrative
                  Expenses
                
                $
                344,131
                
                $
                84,299
                
                $
                104,088Research
                  and Development Costs
                
                
                139,964
                
                
                86,800
                
                
                36,150Total
                  Operating Expenses
                
                
                484,095
                
                
                171,099
                
                
                140,238Net
                  (Loss) from Operations
                
                
                (484,095
                )
                
                (171,099
                )
                
                (140,238
                )Interest
                  Expense
                
                
                130,390
                
                
                41,740
                
                
                41,720Loss
                  from continuing operations
                
                $
                (614,485
                )
                
                (212,839
                )
                
                (181,958
                )Discontinued
                  operationsLoss
                  from discontinued operations
                
                
                (29,633
                )
                
                -
                
                
                (14,337
                )Net
                  (Loss)
                
                $
                (644,118
                )
                $
                (212,839
                )
                $
                (196,295
                )Earnings
                  per shareFrom
                  continuing operations
                
                
                
                
                $
                (.14
                )
                $
                (.12
                )Loss
                  from discontinued operations
                
                
                
                
                
                (.00
                )
                
                (.01
                )Net
                  (Loss) Per Common Share
                
                
                
                
                $
                (.14
                )
                $
                (.13
                )Weighted
                  Average Shares
                  Outstanding
                
                
                
                
                
                1,505,034
                
                
                1,493,784
 
 The
        accompanying notes are an integral part of these Financial
        Statements.
 
  **KSB/A
            -
            18**
 
 
 **SAFARI
        ASSOCIATES, INC.**
 **(
        A DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS STOCKHOLDERS’ (DEFICIT)**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
 **AND
        FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 30, 2005**
 **(PERIOD
        OF DEVELOPMENT STAGE)**
 
 
 DeficitAccumulatedCommon
                  Stock
              
              
              Additional
              
              
              DuringPar
                  Value $.001
              
              
              Paid-In
              
              
              Development
              
              
              RetainedShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              (Deficit)Balance
                January 1, 2003
              
              
              13,777,763
              
              $
              13,778
              
              $
              1,930,660
              
              $
              -
              
              $
              (2,846,698
              )Shares
                issued for consulting services
              
              
              372,024
              
              
              372
              
              
              12,649Shares
                issued by private placement
              
              
              700,000
              
              
              700
              
              
              23,800Reverse
                stock split (1 for 10)
              
              
              (13,364,753
              )
              
              (13,365
              )
              
              13,365Net
                (loss)
              
              
              
              
              
              
              
              
              
              
              
              (234,984
              )
              
              (134,693
              )Balance
                December 31, 2003
              
              
              1,485,034
              
              
              1,485
              
              
              1,980,474
              
              
              (234,984
              )
              
              (2,981,391
              )Shares
                issued for consulting services
              
              
              20,000
              
              
              20
              
              
              1,980Net
                (loss)
              
              
              
              
              
              
              
              
              
              
              
              (196,295
              )Balance
                December 31, 2004
              
              
              1,505,034
              
              
              1,505
              
              
              1,982,454
              
              
              (431,279
              )
              
              (2,981,391
              )Net
                (loss)
              
              
              
              
              
              
              
              
              
              
              
              (212,839
              )Balance
                December 31, 2005
              
              
              1,505,034
              
              $
              1,505
              
              $
              1,982,454
              
              $
              (644,118
              )
              $
              (2,981,391
              )
  
 The
        accompanying notes are an integral part of these Financial
        Statements.
 
 
  **KSB/A
            -
            19**
 
 
 **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2004**
 **AND
        FOR THE PERIOD JANUARY 1, 2003 TO DECEMBER 31, 2005**
 **(PERIOD
        OF DEVELOPMENT STAGE)**
 
 
 **Cumulative****During****Development****Stage**
              
              
              **2005**
              
              
              **2004****Cash
                Flows from Operating
                Activities:**Net
                (Loss)
              $
              (644,118
              )
              $
              (212,839
              )
              $
              (196,295
              )Adjustment
                to Reconcile Net
                (Loss)to
                  net cash used in operating activities:Depreciation
                  and Amortization
              
              1,135
              
              
              1,135
              
              
              6,355Write
                  off of impaired assets
              
              10,696
              
              
              10,696Stock
                  issued for services
              
              15,021
              
              
              -
              
              
              2,000Changes
                in Operating Assets &
                Liabilities:Accounts
                  Receivable
              
              
              
              
              -
              
              
              2,351Prepaid
                  Expenses and Other Assets
              
              55,748
              
              
              15,800
              
              
              18,205Accounts
                  Payable
              
              36,102
              
              
              36,102
              
              
              2,510Payroll
                  and Other Taxes Payable
              
              1,300
              
              
              1,300
              
              
              (758
              )Accrued
                  expenses
              
              327,190
              
              
              88,740
              
              
              119,720Net
                  Cash Used in Operating Activities
              
              (196,926
              )
              
              (59,066
              )
              
              (45,912
              )**Cash
                Flows from Financing
                Activities:**Issuance
                of Common Stock
              
              24,500
              
              
              -
              
              
              -Loans
                Stockholder
              
              159,972
              
              
              63,912
              
              
              47,038Net
                  Cash Provided by Financing Activities
              
              184,472
              
              
              63,912
              
              
              47,038Net
                Increase (Decrease) in Cash
              
              (12,454
              )
              
              4,846
              
              
              1,126Cash
                - Beginning of Year
              
              19,968
              
              
              2,668
              
              
              1,542Cash
                - End of Year
              $
              7,514
              
              $
              7,514
              
              $
              2,668
  
 The
        accompanying notes are an integral part of these Financial
        Statements.
 
  **KSB/A
            -
            20**
 
 
 
 
 **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY** )
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
        1 - Description of Business**
 Safari
        Associates, Inc. (the “Company”), a Utah Corporation was incorporated on July
        30, 1980. The Company has eight wholly owned subsidiaries; Safari Group Safety
        Products, Inc., Safari Camera Corporation, Photography For Evidence, Inc.,
        Impact Dampening Technology, Inc., Safari Target Corporation, Shoothru, Inc.,
        Safari Boat Company, and Safari Lure Company . All the subsidiaries are inactive
        except for Safari Group Safety Products, Inc. which is a research and
        development company.
 
 *The
        company is a development stage company as defined in Financial Accounting
        Standards Board Statement 7.*
 *The
        Company is concentrating on raising capital and developing business operations.
        During the fiscal year 2003, the Company had ceased manufacturing disposable
        cameras and was purchasing them from an outside vendor to fulfill outstanding
        orders. During the fiscal year 2003to the end year of fiscal 2005, we focused
        all its attention on the development of the Flame Tame device and the descent
        device.*
 
 *After
        the death of our former Chairman, Morton Berger, the Company terminated all
        future research and development. At the present time, the company is focusing
        on
        finding a merger candidate. No decision has been made by the Company as to
        whether it will restart research and development of the Flame Tame or descent
        device.*
 
 
 **Note
        2 - Summary of Significant Accounting Policies:**
 **Consolidation**
 The
        accompanying Consolidated Financial Statements include the accounts of the
        Company and all its wholly owned subsidiaries. All material intercompany
        transactions and balances have been eliminated in consolidation.
 **Property
        and Equipment**
 Property
        and equipment are recorded at cost and depreciated using the straight-line
        method over their estimated useful lives. The cost of maintenance and repairs
        is
        charged to operations as incurred.
 
 **Intangibles**
 The
        Company follows Statement of Financial Accounting Standard No. 144, Impairment
        of Long-lived Assets, by reviewing such assets for impairment annually or
        whenever events or changes in circumstances indicate that the carrying amount
        may not be recoverable. During 2005, the Company determined that its prepaid
        consulting and patent costs were impaired. For the year ended December 31,
        2005
        the Company wrote off prepaid consulting and its patents costs in the amount
        of
        $8,466.
 
 **Income
        Taxes**
 The
        Company records deferred income taxes using the liability method. Under the
        liability method, deferred tax assets and liabilities are recognized for
        the
        expected future tax consequences of temporary differences between the financial
        statement and income tax basis of the Company’s assets and liabilities. An
        allowance is recorded, based on currently available information, when it
        is more
        likely than not that any or all of a deferred tax asset will not be realized.
        The provision for income taxes include taxes currently payable, if any, plus
        the
        net change during the period presented in deferred tax assets and liabilities
        recorded by the Company
  **Per
        Share Data**
 The
        Company has adopted the standards set by the Financial Accounting Standards
        Board and computes earnings per share data in accordance with SFAS No. 128
        “Earning per Share.” The basic per share data has been computed on the loss for
        the period divided by the historic weighted average number of shares of common
        stock outstanding. All potentially dilutive securities have been excluded
        from
        the compilation since they would be antidilutive.
  **Estimates
        and Assumptions**
 Preparing
        financial statements in conformity with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the reported
        amounts of assets, liabilities, revenue, and expenses at the balance sheet
        date
        and for the period then ended. Actual results could differ from these
        estimates
   **KSB/A
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 **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **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**
 
 (Note
        3-Development Stage Company). We are a development stage company as defined
        in
        Financial Accounting Standards Board Statement 7. We are concentrating con
        raising capital and developing our business operations.
 
 **Note
        4 - Income Taxes**
 
 There
        is
        no provision for federal or state income taxes for the years ended December
        31,
        2005 and 2004 since the Company has incurred operating losses. Additionally,
        the
        Company has reserved fully for any potential future tax benefits resulting
        from
        its carryforward operating losses. Deferred tax assets at December 31, 2005
        and
        2004 consist of the following:
 
 2005
              
              2004Net
                Operating Loss Carryforward
              
              $
              1,244,800
              
              $
              1,160,000Property
                and Equipment
              
              
              
              
              
              (2,500
              )1,244,800
              
              
              1,157,500Valuation
                Allowance
              
              
              (1,244,800
              )
              
              (1,157,500
              )$
              -0-
              
              $
              -
                0
                -
 
 As
        of
        December 31, 2005, the Company has a net unused operating loss carry forward
        of
        approximately $3,300,000, which expire in various years from 2008 through
        2025.
 
 **Note
        5 - Notes Payable**
 **Convertible
        Notes Payable**
 On
        December 20, 2000, one of the creditors of the Company agreed to receive
        a note
        from the Company in the amount of $45,000 payable on December 19, 2002, together
        with interest thereon at the rate of 8% per annum. Commencing one year from
        the
        date of the note, the creditor may convert any portion of the note into
        restricted share of common stock in the Company at a conversion rate of $.15
        per
        share. The note has been extended on a month-to-month basis by mutual consent
        of
        the parties.
 
 **Notes
        Payable**
 The
        Company borrowed a total of $15,000 from two individual investors. The notes
        were for a term of four months with interest to be accrued at the rate of
        8% and
        9% per annum. The notes have been extended on a month-to-month basis by mutual
        consent of the parties.
 
 On
        August
        9, 2001, the Company and three shareholders agreed to convert a total of
        $460,500 of accrued expenses, deferred compensation, and loan payable
        stockholder into convertible notes. The convertible notes were for a two
        year
        period with interest at the rate of 8% per annum, payable quarterly commencing
        December 1, 2001 until they mature on August 9, 2003.The notes are convertible
        into restricted shares of common stock at a conversion rate of $.25 per share.
        The notes have been extended on a month to month basis by mutual consent
        of the
        parties.
 
 *All
        liabilities owning to the former Chairman and President of the Company continue
        to be liabilities of the Company. The convertible notes owned by the former
        Chairman and president, Morton Berger, are in the process of being acquired
        by a
        group of non-affiliated investors. All other liabilities owed to the former
        Chairman and President are in the process of being assigned to the Company’s
        current Chairman and President, Zirk Engelbrecht, for consideration Mr.
        Engelbrecht paid to Morton Berger’s estate. At the present time, no
        determination has been made as to whether the liability will be repaid or
        extinguished.*
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  **SAFARI
        ASSOCIATES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  
 **Note
        6- Loan Stockholders**
 During
        the year ended December 31, 2005, Mrs. Berger a major stockholder of the
        Company
        loaned the Company $3,912 for a total of $110,712.
 
 During
        the year ended December 31, 2005, Mr. Henry Steeneck, a major stockholder
        of the
        Company loaned the Company $60,000 for a total of $145,400 which has been
        used
        for working capital.
 
 All
        loans
        from stockholders have been used to provide the Company with working capital
        and
        are non interest bearing and payable on demand.
 
 **Note
        7- Commitments & Contingencies**
 **Employment
        Agreement**
 
 On
        April
        1, 1994, the Company entered into an employment agreement with Mr. Morton
        Berger, President of the Company. The term of the agreement was for five
        years
        and, thereafter, continues on a year-to-year basis. Compensation shall be
        paid
        at the rate of $52,000 per year. During 2005, the president waived his
        compensation for the fourth quarter of 2005.
 
 **Product
        Liability**
 Certain
        of the Company's products and proposed products will be in the safety field
        where the Company could be subject to claims from injuries resulting from
        use of
        the Company's products. Recent developments in the insurance industry have
        reduced the availability and increased the cost of liability insurance coverage.
        At present, the Company does not have any liability insurance
        coverage.
  **Note
        8 - Going Concern**
 
 As
        of
        December 31, 2005, the Company had a working capital deficit of $1,641,550
        and a
        stockholder’s deficit of $1,641,550. In addition, the Company has no significant
        operations to sustain themselves. The Company has changed strategy from a
        manufacturing and sales operation to perform research and development on
        products that have a patent and other products which may be patentable. The
        Company has suffered recurring operating losses and is dependent upon raising
        capital to continue operations. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty. It is
        management's plan to raise additional funds to continue operations.
 
 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. It is management's plan
        to
        raise additional funds to continue operations.
 
 As
        of
        December 31, 2005, the Company ceased all future research and development
        and
        decided to go in a new direction and is currently seeking a merger candidate.
 
 
  **KSB/A
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