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, 2003.

                         Commission file number 0-30215

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

           Utah                                        Fed ID 87-9369569
State or other jurisdiction 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|

Revenue for the fiscal year ended  December 31, 2003 is $102,553.  The aggregate
market value of the voting stock held by  non-affiliates of the registrant based
on the  closing  bid  price of such  stock  as of March  19,  2003  amounted  to
$136,732.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>

                                   FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2003

                                TABLE OF CONTENTS

                                     PART I

                                                                            PAGE

ITEM 1.  DESCRIPTION OF BUSINESS.                                             3

ITEM 2.  DESCRIPTION OF PROPERTY.                                             5

ITEM 3.  LEGAL PROCEEDINGS.                                                   6

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.                   6

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.            6

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.           7

ITEM 7.  FINANCIAL STATEMENTS.                                                8

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ACCOUNTING
         AND FINANCIAL DISCLOSURE.                                            9

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.                   9

ITEM 10. EXECUTIVE COMPENSATION.                                             10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.     10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                     11

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.    12

SIGNATURES                                                                   13


                                       2
<PAGE>

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS

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

The Company now has six wholly owned  subsidiaries.  Safari Camera  Corporation,
Photography For Evidence, Inc., Impact Dampening Technology, Inc., Safari Target
Corporation, 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 had an
exclusive  license from Smith & Wesson Corp.,  to make, use and sell  single-use
(disposable)  cameras  and  conventional  film using  cameras  under the Smith &
Wesson(R)  brand  name.  Smith  &  Wesson(R)   Cameras  markets  its  single-use
(disposable)  cameras  to  federal,  state and local law  enforcement  agencies.
Effective  September 1, 2000, Safari  Associates,  Inc., was awarded a five year
contract  by  the  United  States  General  Services  Administration   (Contract
#GS-07F-0434K)  to sell  these  cameras  to  federal  and state law  enforcement
agencies.  During fiscal year 2003, the Company decided not to renew its license
with Smith & Wesson  Corporation and discontinued the sale of single-use cameras
under the Smith & Wesson(R)  trade  name.  Also,  because of lack of sales,  the
United States General Services Administration terminated contract #GS-07F-0434K.

Impact  Dampening  Technology,  Inc., a New York  corporation,  was organized on
January 29, 1998.  The company filed a Certificate  of Doing  Business under the
name  Smith &  Wesson(R)  Recoil Pad  Company  on  February  10,  1998.  Smith &
Wesson(R)  Recoil Pad Company had an  exclusive  license  from Smith & Wesson(R)
Corp., to make, use and sell recoil pads under the Smith & Wesson(R) brand name.
Effective  September I, 2000, Safari  Associates,  Inc., was awarded a five year
contract  by  the  United  States  General  Services  Administration   (Contract
#GS-07F-0434K) to sell its self-adhesive  Smith & Wesson(R)  shoulder recoil pad
to federal and state law  enforcement  agencies.  During  Fiscal year 2003,  the
Company decided not to renew its license with Smith & Wesson Corporation to sell
recoil pads under the Smith & Wesson(R)  trade  name.  Also,  because of lack of
sales the United States  General  Services  Administration  terminated  contract
#GS-07F-0434K. The Company is not now in the business of selling recoil pads.

Safari Target  Corporation  was organized  under and pursuant to the laws of the
State of New York on August 2, 1999.  It filed a Certificate  of Doing  Business
under the name Smith &  Wesson(R)  Targets on August  20,  1999.  Smith & Wesson
Targets(R) had an exclusive  license from Smith & Wesson Corp.,  to make use and
sell targets under the Smith & Wesson(R) brand name.  Smith & Wesson(R)  Targets
distributes a series of self sealing targets, intended to replace steel targets.
Effective  September 1, 2000, Safari  Associates,  Inc., was awarded a five year
contract  by  the  United  States  General  Services  Administration   (Contract
#GS-07F-0434K) to sell the Smith & Wesson(R) self sealing targets to federal and
state law enforcement agencies. During the fiscal year 2003, the Company decided
not to renew its license with Smith & Wesson  Corporation  to sell  self-sealing
targets under the Smith & Wesson(R)  trade name.  The Company is now selling its
self-sealing targets under the name Safari Target Corporation.


                                       3
<PAGE>

Safari  Camera   Corporation  was  in  the  business  of  reloading   single-use
(disposable)   cameras  which  it  sold  to  distributors,   retailers  and  for
promotions.  The company  would  purchase used  (disposable)  camera shells from
photo labs and others and reloads these cameras with film and if a flash camera,
with a  battery.  Batteries  and  film  were  purchased  from  battery  and film
manufacturers  and  distributors.  These reloaded  single-use  cameras were then
placed in new packaging and sold. Some packaging is private label for retailers,
distributors  and for  promotions.  Other  cameras  are sold in  generic  SAFARI
packaging.  The raw  materials  required for this  business  are camera  shells,
batteries  and film.  This  business  is highly  competitive  as to pricing  and
purchasing  single-use  camera shells.  The company has limited its distribution
and  solicits  small  niche  markets so as to try to avoid the  competition  for
camera shells and customers.  In fiscal year 2003, the Company  discontinued its
reloading  operations  and  contracted  this part of its business to independent
contractors  that provide the camera shells,  batteries and film and deliver the
reloaded cameras to the Company to complete the required  packaging and shipment
of the finished  products.  Safari Camera  Corporation use to reload  single-use
cameras for Smith & Wesson(R)  Cameras.  As the  Company's  license with Smith &
Wesson  Corporation was not renewed,  Safari Camera  Corporation no longer makes
the Smith & Wesson(R) single-use law enforcement camera.

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

The Company  averages one full time employee and three part time employees.  The
only full time employee of the Company is its President,  Morton Berger.  Steven
Steeneck,  the  Company  CEO is a part  time  employee.  The other two part time
employees devote  approximately  ninety-five  (95%) percent of their time to the
operations of Safari Camera Corporation.  The remainder of their time is devoted
to  the  businesses  of the  other  operating  wholly  owned  subsidiaries.  The
operations  of the  Company  and its wholly  owned  operating  subsidiaries  are
located at 64 Edson Street, Amsterdam, New York 12010. (See Item 2. "Description
of Property").

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

Smith & Wesson(R) Targets had an exclusive license from Smith & Wesson Corp., to
make, use and sell targets under the Smith & Wesson(R)  brand name. This license
was not renewed.  Safari Target  Corporation,  a wholly owned  subsidiary of the
Company is test  marketing  a  self-sealing  plastic  target that is intended to
replace steel targets.  Unlike steel targets, the self-sealing targets of Safari
Target Corporation 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  Safari
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 Safari Target Corp. by Creative
Urethanes,  Inc. Safari Target Corporation 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.  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 Safari Target
Corporation.


                                       4
<PAGE>

On January 1, 1998, Smith & Wesson Corp.,  Springfield,  Massachusetts,  granted
Safari  Enterprises,  Inc., an exclusive Trademark License to make, use and sell
single-use and conventional film using still cameras under the Smith & Wesson(R)
brand name in the United States,  its  possessions  and Canada.  The term of the
license was from  January 1, 1998 to June 30, 2001 and was  extended to June 30,
2003.  On January 12,  1998,  the License was amended by adding  recoil pads for
firearms  effective  January 1, 1998.  On May 18, 1999,  the License was further
amended to include targets for firearms  effective  January 1, 1998. The license
had an expiration date of June 30, 2003.  During fiscal year 2003, none of these
licenses with Smith & Wesson(R)  Corporation were not renewed and the Company no
longer sells any Smith & Wesson(R) branded products.

On February 3, 2002, the Company  leased a plant in Greenwood,  Indiana in which
to  produce  Molecuthane(TM)  products.  (See:  Part 1, Item 2.  Description  of
Property). Molecuthane(TM) is a multi layered synthetic material designed by the
Company to protect  individuals  and objects from injury,  discomfort and damage
caused by  kinetic  force.  The  material  is  formulated  to give the  ultimate
protection  required  for each  specific  application.  Using  molecular  cross-
linking, separate layers of Molecuthane(TM),  each layer formulated to achieve a
defined  result,  are joined  together into one unit.  In effect,  the unit is a
system because of the integrated action of each layer with the other layers. The
Company  filed a trade  mark  application  with the  United  States  Patent  and
Trademark  Office  designating the material as  Molecuthane(TM).  The material's
primary use is to protect against injury and discomfort  whenever  kinetic force
from an impact  or  vibration  resulting  from an  impact  can  cause  injury or
discomfort to an individual or damage to property.  During fiscal year 2003, the
Company discontinued operations out of the plant in Greenwood,  Indiana. Because
of lack of capital,  the Company has stopped  further work on the development of
Molecuthane(TM) products.

In November, 2001, the Company granted Archangel International,  Inc., exclusive
distribution  of its  Molecuthane(TM)  body armor  inserts.  The  purpose of the
inserts is to prevent injury to the wearer of a bullet proof vest if struck by a
bullet that does not  penetrate  the vest as this can cause  blunt force  trauma
injuries.  The distribution agreement provided in substance that commencing with
the date that the Company is in  production  of the  Molecuthane(TM)  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 had the option
of terminating the distribution  agreement.  The Company is not in production of
its  Molecuthane(TM)  body armor inserts at this time.  During fiscal year 2003,
the Company terminated its distribution agreement with Archangel  International,
Inc.  Also,  because of lack of capital  the  Company is not now  attempting  to
develop inserts for bullet proof vests.

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.  The entire  building  is  occupied  by the
Company and its wholly owned subsidiaries. The building had been owned by Safari
Enterprises,  Inc. with a mortgage held by the Amsterdam Industrial  Development
Agency,  which  foreclosed upon the building for non payment of the mortgage.  A
foreclosure sale was held on October 26, 2000, and Safari Associates,  Inc., was
the high bidder at said sale,  bidding  $91,968.56.  On December 22,  2000,  the
Company  closed  pursuant  to the  terms  of its bid and  acquired  title to the
premises on December 22, 2000. On May 18, 2001, the Company sold the premises to
Tony Courtney and Craig Walls for $92,000 and entered into a ten year  leaseback
with an option to purchase. The monthly rental is $1,141.82 plus real estate and
other taxes  applicable to said premises.  The Company has an option to buy back
the premises.

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

On December 31, 2001, Craig Walls, who, at the time was the sole owner of United
States Patent No.  6,003,609,  bearing date  December 21, 1999,  did assign said
Patent to the Company.  The  assignment  was filed with the United States Patent
and  Trademark  Office on or about  February 26, 2002.  The Patent covers a fire
safety device for controlling  the spread of fire in a structure.  The invention
comprises a base plate, a smoke detector,  a syringe,  and a cover.  The syringe
has a  reservoir  containing  a fire  retardant  chemical.  A motor  maintains a
plunger  assembly in position  and a spring is loaded  behind the  plunger.  The
syringe also has a nozzle in open  communication with a supply line, which is in
open   communication  to  the  reservoir.   When  a  sufficiently  high  ambient
temperature  is reached,  the motor is  activated,  releasing the piston rod 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  filed a  Trademark
Application  for the name Flame Tame with the United States Patent and Trademark
office. During fiscal year 2003, the Company had a working prototype made of the
Flame Tame in the Czech Republic. After testing the prototype, it was decided to
make  certain  modification  to the unit.  Many  modifications  were made during
fiscal year 2003 and continue to be made. The Company has decided to devote most
of its efforts to complete the development of the Flame Tame.


                                       5
<PAGE>

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.

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

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      (a) Market Information

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

The following  table sets forth the quarterly  quotes of high and low prices for
the  Company's  Common Stock on the OTC  Bulletin  Board during the fiscal years
2002 and 2003.

Fiscal 2003                                                 High            Low

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

Fiscal 2002                                                 High            Low

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


                                       6
<PAGE>

The source of this  information  for  fiscal  year 2002 is  Bloomberg  Quotation
Services and broker-dealers making a market in the Company's Common Stock. These
prices  reflect  inter-dealer  prices,  without  retail  markup,   mark-down  or
commission  and  may not  represent  actual  transactions.  The  source  of this
information  for fiscal  year 2003 is trading  information  as  reported  by the
National   Association  of  Securities  Dealers  Composite  or  other  qualified
inter-dealer Quotation Medium.

      (b) Holders

As of December 31, 2002, there were  approximately 282 stockholders of record of
the Company's  Common Stock. The number does not include  beneficial  owners who
held shares at broker/dealers in "street name"

      (c) Dividends

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

      (d) Recent Sales of Unregistered Securities.

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

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

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

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

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

On January 23, 2003, the Company issued 350,000 shares of its restricted  Common
Stock to Stephen  Steeneck  at $0.035 per share for a total of  $12,250.00.  Mr.
Steeneck  executed  an  investment  letter  which  the  Company  relied  upon to
establish that the transaction was exempt from registration  pursuant to Section
4(2) of the  Securities Act of 1933, as amended.  No broker or  underwriter  was
involved in the  transaction  and no commission was paid. The proceeds were used
for working capital.

On January 24, 2004, the Company issued 350,000 shares of its restricted  Common
Stock to Henry  Steeneck  at $0.035  per share  for a total of  $12,500.00.  Mr.
Steeneck  executed  an  investment  letter  which  the  Company  relied  upon to
establish that the transaction was exempt from registration  pursuant to Section
4(2) of the  Securities Act of 1933, as amended.  No broker or  underwriter  was
involved in the  transaction  and no commission was paid. The proceeds were used
for working capital.

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

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

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


                                       7
<PAGE>

Cost of sales  for the year  ended  December  31,  2003  was  66.9% of  revenues
resulting  in a gross  profit  of  33.1%,  an  improvement  from the year  ended
December 31, 2002 where the gross loss was 7.8%.  The Company has reduced  labor
costs by purchasing  assembled single use cameras from another  manufacturer and
then  packaging  and  shipping  the  products.  Until that time when the volumes
increases  sufficiently to produce the single use cameras more  profitably,  the
Company will continue to purchase assembled single use cameras.

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

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

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

Liquidity and Capital Resources

As of December 31, 2003, the current liabilities  exceeded the current assets by
approximately  $563,000.  The Company has  primarily  relied on the  proceeds of
private  placements  to fund  operations  and the  issuance of common  stock for
certain consulting and professional services.

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

Management  believes that its asset, the Flame Tame(TM) is its most viable asset
upon which to build the future of the  Company.  During the past two years,  the
Company  has  had  two  different  working  prototypes  of  the  Flame  Tame(TM)
manufactured and tested. Although the Company is satisfied with the operation of
the second prototype it is now designing a third prototype that will incorporate
certain aesthetic and functional modifications that it believes will potentially
increase its market and reduce its  projected  manufacturing  costs.  Management
believes  that its United States  patent gives the Flame  Tame(TM)  broad United
States protection  against another company  duplicating the device and competing
with the  Company.  However,  even  after the  completion  of the third  working
prototype,  further intensive testing will be necessary before this product will
be ready for  manufacture  and  distribution.  Approvals of independent  testing
laboratories  may be required  before the product can be brought to market.  The
Company  lacks the  necessary  capital to complete  the third  prototype  and is
seeking capital that is required for its completion.  There is no assurance that
the  Company  will be able to raise the  necessary  capital and if it is able to
raise said  capital it will be on terms  favorable  to the  Company.  Should the
Company raise the capital necessary to complete the third prototype, it does not
have the capital required for the intensive testing it will require. The Company
is not now seeking  that  capital  and does not know  whether it will be able to
raise  that  capital  when  required.  Management  knows  that  should the Flame
Tame(TM) pass all of its  preproduction  tests, it does not have the capital for
production  or marketing of the product and has not  established  a plan to seek
the required capital.

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.


                                       8
<PAGE>

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.

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

Morton Berger          73     President/CFO/Director                1986

Lillian Berger         71     Secretary/Treasurer/Director          1986

Stephen Steeneck       35     Chief Executive Officer/Director      2002

Michael A. Konecny     46     Director                              2003

Each director serves until the next annual meeting of shareholders and until his
or her respective  successor is duly elected and qualifies.  Executive  officers
are  elected  by the  Board  of  Directors  to serve  at the  discretion  of the
directors.  Stephen  Steeneck  and Michael  Konecny were elected to the Board of
Directors  by a vote of a majority of the  Shareholders  of the Company on March
28,  2003.

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

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

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


                                       9
<PAGE>

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.

ITEM 10. EXECUTIVE COMPENSATION

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

During the final two months of 2002, Stephen Steeneck deferred his compensation.
To date,  the Company  has not  entered  into an  employment  contract  with Mr.
Steeneck.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth,  as of the date of this  report,  the  stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's  Common Stock,  and each executive  officer and
director individually and all executive officers and directors of the Company as
a group.  No other class of voting  securities  is  outstanding.  Each person is
believed  to have sole  voting and  investment  power over the shares  except as
noted.

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

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

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

Common          Henry Steeneck                     110,000               7.40%
                2676 Old Yorktown Road
                Yorktown Heights, NY 10598

Common          Stephen Steeneck   (5)             110,000               7.40%

                2676 Old Yorktown Road
                Yorktown Heights, NY 10598

                Michael Konecny                        -0-                -0-
                15 Constitution Drive
                Leonardo, NJ 07737
                -----------------------
                Includes all Officers and
                Directors of the Company
                As a group (2 persons)(6)          680,730              45.82%

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

(2)   Based upon 1,485,034  shares  outstanding,  plus the amount of shares each
      person or group  has the  Right to  acquire  within  60 days  pursuant  to
      options, warrants, rights, conversion privileges or similar Obligations.


                                       10
<PAGE>

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

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

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      Index to Financial Statements PAGE

         Report of Independent Certified
            Public Accountant.                                              F-1

         Consolidated Balance Sheet as of
            December 31, 2002.                                              F-2

         Consolidated Statement of Operations for the
            Years ended December 31, 2002 and 2001.                         F-3

         Consolidated Statement of Stockholders' (Deficit)
            for the Years ended December 31, 2002 and 2001.                 F-4

         Consolidated Statement of Cash Flows for the Years
            Ended December 31, 2002 and 2001.                               F-5

         Notes to Financial Statements.                                  F-6-12


                                       11
<PAGE>

                                   SIGNATURES

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

                                        Safari Associates, Inc.
                                        (Registrant)


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

         Date: March 23, 2004

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: March 23, 2004                    By: /s/  Morton Berger
                                           -------------------------------------
                                           Morton Berger  Director


Date: March 23, 2004                    By: /s/  Lillian Berger
                                           -------------------------------------
                                           Lillian Berger, Director



Date: March 23 2004                     By: /s/  Stephen Steeneck
                                           -------------------------------------
                                           Stephen Steeneck, Director


                                       12
<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,  2003 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,  2003.  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, 2003 and the results of their  operations
and their cash flows for each of the two years in the period ended  December 31,
2003 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 11. 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 22, 2004


                                      F-1
<PAGE>

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

                                ASSETS
                                                                        2003
CURRENT ASSETS:
Cash                                                                $     1,542
Accounts Receivable                                                       2,351
Inventory                                                                23,752
Prepaid Expenses                                                         49,567
         Total Current Assets                                            77,212
PROPERTY, PLANT AND EQUIPMENT:
Net of accumulated depreciation of $33,412                                9,720
OTHER ASSETS:
Other Assets                                                             26,671

         Total Assets                                               $   113,603

                LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Notes Payable                                                       $    15,000
Accounts Payable                                                        273,684
Payroll and Other Taxes Payable                                          27,230
Accrued Expenses                                                        323,924
         Total Current Liabilities                                      639,838
OTHER LIABILITIES:
Convertible Notes Payable                                               505,500
Loan -Stockholders                                                      145,162
         Total Other Liabilities                                        650,662
         Total Liabilities                                            1,290,500
Commitments and Contingencies - Note 10
STOCKHOLDERS' (DEFICIT):
Common Stock, par value $.001 authorized
   100,000,000 shares, issued and
   outstanding 1,485,034 shares                                           1,485
Additional Paid-in Capital                                            1,980,474
Retained (Deficit)                                                   (3,158,856)
         Total Stockholders (Deficit)                                (1,176,897)
         Total Liabilities and Stockholders' (Deficit)              $   113,603

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


                                      F-2
<PAGE>

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

                                                        2003            2002

Revenue                                             $   102,553     $   132,373
Cost of Sales                                            68,618         142,763
Gross Profit                                             33,935         (10,390)

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

Net (Loss) from Operations                             (265,228)       (409,136)

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

Net (Loss) before Provision For Income Taxes           (312,158)       (461,370)

Provision for Income Taxes                                   --              --

         Net (Loss)                                 $  (312,158)    $  (461,370)

Net (Loss) Per Common Share                         $      (.21)    $      (.50)

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

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


                                      F-3
<PAGE>

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

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

Shares issued for consulting services              1,450,000               1,450             101,550
Shares issued by private placement                 2,848,051               2,848             165,397
Shares issued conversion
Shares issued conversion of note and loan            148,000                 148              23,352
Net (Loss) for the year
   Ended December 31, 2002                                --                  --                  --           (461,370)

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

Shares issued for consulting services                372,024                 372              12,649
Shares issued by private placement                   700,000                 700              23,800
Reverse stock split (1 for 10)                   (13,364,753)            (13,365)             13,365
Net (Loss) for the year
   Ended December 31, 2003                                                                                     (312,158)
                                                 -----------         -----------         -----------
Balance December 31, 2003                          1,485,034         $     1,485         $ 1,980,474        $(3,158,856)
</TABLE>

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


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                            2003              2002
<S>                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                         $(312,158)        $(461,370)
Adjustment to Reconcile Net Income (Loss)
   to net cash used in operating activities:
      Depreciation and Amortization                           8,263             6,843
      Write off of goodwill                                  21,883                --
      Write off of option to repurchase property             40,000                --
      Stock issued for services                              13,021           103,000
Changes in Operating Assets & Liabilities:
   Accounts Receivable                                        4,612             5,187
   Inventory                                                  4,025            28,315
   Prepaid Expenses and Other Assets                         21,743            14,393
Accounts Payable                                            (10,968)              238
Payroll and Other Taxes Payable                              (1,099)            4,619
Accrued Expenses                                            118,730           124,117

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

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

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

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

Cash - Beginning of Year                                     19,968            10,257

Cash - End of Year                                        $   1,542         $  19,968
</TABLE>

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


                                      F-5
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 1  - DESCRIPTION OF BUSINESS

Safari Associates,  Inc. (the "Company"), a Utah Corporation was incorporated on
July 30,  1980.  Since  1997,  the Company has  incorporated  four wholly  owned
operating  subsidiaries;  Safari Camera  Corporation,  Inc., which  manufactures
recycled  single use  disposable  cameras,  selling to  distributors  and retail
stores;  Photography for Evidence,  Inc.,  doing business under the name Smith &
Wesson(R)  Cameras,  sells  recycled  single  use  cameras  to  law  enforcement
agencies; Impact Dampening Technology, Inc., doing business under the name Smith
& Wesson(R) Targets, to manufacture and sell targets. In March 1998, the Company
acquired Shoothru, Inc., a company that developed and designed a product line of
self-sealing reactive targets. During 2003, the Company decided not to renew its
license with Smith & Wesson  Corporation and in doing so discontinued  using the
name of Smith & Wesson(R) on its products

NOTE 2  - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CONSOLIDATION

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

INVENTORY

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

PROPERTY AND EQUIPMENT

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

INTANGIBLES

Goodwill  represents the excess of the cost of companies  acquired over the fair
value of their net assets at the dates of  acquisition  and was being  amortized
using the straight-line method over 15 years.  Effective to the issuance of FASB
No. 144,  the Company  discontinued  amortizing  goodwill.  The Company  follows
Statement of Financial  Accounting  Standard No. 121, Impairment  of  Long-lived
Assets,  by reviewing such assets for impairment  whenever  events or changes in
circumstances indicate that the carrying amount may not be recoverable.

INCOME TAXES

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


                                      F-6
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PER SHARE DATA

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

ESTIMATES AND ASSUMPTIONS

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

NOTE  3  -  OTHER ASSETS

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

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

NOTE  4  -  INCOME TAXES

There is no  provision  for  federal or state  income  taxes for the years ended
December  31,  2003 and 2002 since the Company has  incurred  operating  losses.
Additionally,  the  Company  has  reserved  fully for any  potential  future tax
benefits resulting from its carryforward  operating losses.  Deferred tax assets
at December 30, 2003 and 2002 consist of the following:

                                                          2003             2002

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

         Property and Equipment                          2,500            3,000

                                                     1,167,500        1,043,000

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

                                                          $-0-             $-0-

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


                                      F-7
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE  5  -  NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

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

On August 9, 2001, the Company and three  individuals  agreed to convert a total
of  $460,000  of  accrued  expenses,  deferred  compensation,  and loan  payable
stockholder  into convertible  notes.  The convertible  notes are for a two year
period with interest at the rate of 8% per annum,  payable quarterly  commencing
December 1, 2001 until they mature on August 9, 2003.The  notes are  convertible
into  restricted  shares of common stock at a conversion rate of $.25 per share.
The notes have been extended on a month to month basis by mutual  consent of the
parties.

NOTES PAYABLE

The Company borrowed a total of $15,000 from two individual investors. The notes
were for a term of four  months  with  interest to be accrued at the rate of 10%
per annum.  The notes have been  extended  on a  month-to-month  basis by mutual
consent of the parties.

NOTE 6 - GOODWILL

As of December  31,2003,  the Company  determined  that Goodwill  which had been
recorded when the acquired Shootru Inc. was no longer  recoverable and therefore
the Company recorded a charge to income of $21,883,  that being the value of the
goodwill prior to the charge.

NOTE 7 - OPTION TO REPURCHASE PROPERTY

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

NOTE 8 - LOAN STOCKHOLDERS

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


                                      F-8
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 8 - LOAN STOCKHOLDERS (CONTINUED)

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

NOTE 9 - COMMON STOCK

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

On January 23, 2002,  the Company  signed a Consulting  and Marketing  Licensing
Agreement  with Mr. Mark  Neuhaus.  The  agreement  provides for Mr.  Neuhaus to
promote  and  develop a market for the  Company's  products  and  services.  The
agreement  gives  Mr.  Neuhaus  a  nonexclusive  license  to  use  the  licensed
trademarks of the Company on the consultants  racing car,  racing  equipment and
clothing.  In accordance with the Consulting and Marketing licensing  Agreement,
which  included a stock  option  plan,  the  Company  filed an S-8  Registration
Statement on January  30,2002  registering  400,000  shares of Common Stock into
which the stock options  could be exercised  for an exercise  price of $1.50 per
share,  or at the lowest sales price 30 days prior to exercising the option.  In
February 2002, Mr. Neuhaus exercised an option for 33,333 shares of common stock
and paid the Company $50,000.

In March 2002, Mr.  Neuhaus  exercised  another option for an additional  66,667
shares of the Company's common stock for which the Company received $50,000.

On January 30,  2002,  the Company  filed a Form S-8  Registration  Statement in
connection with a newly established  Consultants  Compensation Plan. The Company
registered a total of 75,000  shares of its Common Stock,  which,  in accordance
with the Plan,  may be issued upon  authorization  of the Board of Directors and
Plan administrator to eligible  consultants.  In February,  the Company issued a
total of 18,000 shares of Common Stock pursuant to the Plan, valued at $1.50 per
share, to a consultant in exchange for legal services.

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


                                      F-9
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 9-COMMON STOCK (CONTINUED)

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

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

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

In December  2002,  the Company  issued a total of 154,918  shares of restricted
shares to tow investors for total proceeds of $37,000.

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

On January 24, 2003, the Company issued 35,000 restricted shares of common stock
to Mr.  Henry  Steeneck  "CEO" of the  Company  at $.35 per share for a total of
$12,500.  The  proceeds  from  issuance  of common  stock were used for  working
capital.

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

NOTE 10-COMMITMENTS & CONTINGENCIES

EMPLOYMENT AGREEMENT

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

LICENSE AGREEMENT

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


                                      F-10
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

LICENSE AGREEMENT (CONTINUED)

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.

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

LEASE

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

NOTE 11  - GOING CONCERN

The Company has  experienced  operating loss since  inception and has a retained
deficit as of  December  31,  2003 of  approximately  $3,159,000.  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  costs that have gone into the design  and  production  of a line of
self-sealing reactive targets and recoils pads.


                                      F-11
<PAGE>

                             SAFARI ASSOCIATES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 11  - GOING CONCERN (CONTINUED)

During  the year  ended  December  31,  2003,  the  Company  recorded  a loss of
$312,158. Approximately $13,000 of the loss was funded by the issuance of common
stock for services.  The Company wrote off goodwill and the option to repurchase
property,  which totaled  $61,883.  The issuance of restricted  common stock and
loans from a stockholder provided an additional $24,500. The balance of the loss
was funded by the increase in liabilities and decrease in assets.

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.

NOTE 12  - SUPPLEMENTAL DISCLOSURES TO CASH FLOW STATEMENT

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


                                      F-12