<PAGE>

                    U.S. Securities and Exchange Commission 
                            Washington, D.C. 20549

                                FORM 10-QSB/A

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                For the quarterly period ended: September 30, 1997

                        Commission file number: 0-26022

                            Serengeti Eyewear, Inc.
         (Exact Name of Small Business Issuer as specified in its charter)


           New York                                65-0665659
  (State or other jurisdiction                (IRS Employer Identi-
of incorporation or organization)                fication Number)

                             8125 25th Court East
                           Sarasota, Florida 34243
                  (Address of principal executive offices)

                              (941) 359-3599
                (Issuer's telephone number including area code)

    Check whether the Issuer: (1) filed all reports required to be filed by 
Section 13 or 15(d) of the 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 the filing requirements for the past 90 days. 
YES: X NO:

    Number of shares outstanding as of October 31, 1997: 2,384,000 shares of 
Common Stock, $.001 par value.

        Transitional Small Business Disclosure Format:  YES:    NO: X

<PAGE>


                         Serengeti Eyewear, Inc.

                                  Index


                                  Part I

Item 1.    Financial Statements

           Consolidated Balance Sheet as of September 30, 1997     3

           Consolidated Statements of Operations for the Three
           Months and Nine Months Ended September 30, 1997 and
           1996                                                    5

           Consolidated Statements of Cash Flows for the Nine
           Months Ended September 30, 1997 and 1996                6

           Notes to Consolidated Financial Statements              7

Item 2.    Management's Discussion and Analysis or Plan of
           Operation                                              14

                                Part II

Item 1.    Legal Proceedings                                      21

Item 6.    Exhibits and Reports on Form 8-K                       22

Signatures                                                        23

<PAGE>

                                     PART I
                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                            Serengeti Eyewear, Inc.
                          (Formerly Solar-Mates, Inc.)
                           Consolidated Balance Sheet
                               September 30, 1997
                                   (Unaudited)


                           ASSETS

Current Assets:
 Cash................................................  $     596,907
 Accounts receivable -- trade........................      7,718,557
 Other receivables...................................         10,303
 Inventories.........................................     14,349,451
 Prepaid expenses....................................      1,149,121
                                                       -------------
  Total current assets...............................     23,824,339

Fixed assets--net of accumulated depreciation........      2,283,793

Other assets:
 Goodwill............................................     14,045,736
 Prepaid expenses--non-current.......................        150,000
 Accounts receivable--stockholders...................         45,215
 Patents and trademarks--net.........................      4,466,758
 Other assets........................................         27,183
                                                       -------------
                                                       $  44,843,024
                                                       -------------
                                                       -------------

    See accompanying notes to financial statements.

                                                                          3
<PAGE>

                            Serengeti Eyewear, Inc.
                          (Formerly Solar-Mates, Inc.)
                           Consolidated Balance Sheet
                               September 30, 1997
                                   (Unaudited)
                                   (Continued)


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Note payable--bank.................................. $    3,525,000
 Note payable--stockholder...........................         30,516
 Current portion of long-term debt...................         50,000
 Accounts payable--related party.....................         40,812
 Income taxes payable................................          8,400
 Accounts payable....................................      5,499,728
 Accrued dividends...................................      1,045,000
 Accrued expenses....................................      1,390,728
                                                        ------------
  Total current liabilities..........................     11,590,184
                                                        ------------

Long-term debt.......................................        135,696
Note payable -- bank.................................      7,750,000

Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares 
  authorized 22,500 shares issued and outstanding....     20,925,000
Common stock, $.001 par value, 10,000,000 shares 
 authorized, 2,384,000 shares issued and
 outstanding.........................................          2,384
Additional paid in capital...........................     10,586,094
Retained earnings....................................     (6,146,334)
                                                        ------------
  Total stockholders' equity.........................     25,367,144
                                                        ------------
                                                      $   44,843,024
                                                        ------------
                                                        ------------

       See accompanying notes to financial statements.

                                                                          4

<PAGE>

                        Serengeti Eyewear, Inc.
                      (Formerly Solar-Mates, Inc.)
                  Consolidated Statements of Operations
For The Three Months and Nine Months Ended September 30, 1997 and 1996
                               (Unaudited)

<TABLE>
<CAPTION>
                                                      THREE MONTHS               NINE MONTHS
                                               --------------------------  -------------------------
<S>                                            <C>           <C>           <C>          <C>
                                                   1997          1996          1997         1996
                                               ------------  ------------  -------------  ----------
Net sales....................................  $  8,376,546  $  1,865,166  $24,280,638  $7,406,439
Cost of goods sold...........................     3,882,554     1,212,358   11,587,872   4,776,085
                                               ------------  ------------  -----------  ----------
Gross profit.................................     4,493,992       652,808   12,692,766   2,630,354
                                               ------------  ------------  -----------  ----------
Operating expenses:
 Depreciation and amortization...............       588,684        31,496    1,591,653      94,488
 Selling expenses............................     1,273,531       550,221    5,009,826   1,433,645
 General and administrative, expenses........     2,319,685       354,309    5,253,125     940,907
                                               ------------  ------------  -----------  ----------
Total operating expenses.....................     4,181,900       936,026   11,854,604   2,469,040
                                               ------------  ------------  -----------  ----------
Income (loss) from operations................       312,092      (283,218)     838,162     161,314
                                               ------------  ------------  -----------  ----------
Other (expenses) income:
 Other (expense) income......................         8,198       --            40,719      --
 Interest....................................      (337,551)      (57,361)    (836,443)   (197,789)
                                               ------------  ------------  -----------  ----------
                                                   (329,353)      (57,361)    (795,724)   (197,789)
                                               ------------  ------------  -----------  ----------
Income (loss) before taxes...................       (17,261)     (340,579)      42,438     (36,475)
Provision for income taxes 
  Current....................................         8,300        82,000       (8,400)    (12,400)
                                               ------------  ------------  -----------  ----------
Net income (loss)............................        (8,961)     (258,579)      34,038     (48,875)
Preferred stock dividends *..................      (347,000)      --         4,677,000      --
                                               ------------  ------------  -----------  ----------
Net income (loss) available to Common
  shareholders...............................  $   (355,961) $   (258,579) $(4,642,962) $  (48,875)
                                               ------------  ------------  -----------  ----------
                                               ------------  ------------  -----------  ----------
Per share information:
 Net (loss) per share:.......................  $       (.15) $       (.11) $     (1.95) $     (.02)
                                               ------------  ------------  -----------  ----------
                                               ------------  ------------  -----------  ----------
Weighted average shares:.....................     2,384,000     2,384,000    2,384,000   2,384,000
                                               ------------  ------------  -----------  ----------
                                               ------------  ------------  -----------  ----------
</TABLE>

------------------------

* amounts have been restated from those previously reported to reflect a stock
  dividend which is convertible at a discount from the market value at the
  date of issuance (see Note F).

                See accompanying notes to financial statements.

                                                                          5

<PAGE>

                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                     Consolidated Statements of Cash Flows
              For The Nine Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                             1997          1996
                                                                                         -------------  ----------
<S>                                                                                      <C>            <C>
Cash flows from operating activities...................................................  $   4,959,463  $  132,714
                                                                                         -------------  ----------
Cash flows from investing activities:
 Acquisition of business interest......................................................    (26,427,926)     --
 Acquisitions of patents and trademarks................................................        (22,698)     (6,159)
 Acquisition of other assets...........................................................       --          (112,036)
 Purchase of fixed assets..............................................................       (898,240)   (219,877)
                                                                                         -------------  ----------
  Net cash provided by (used in) investing activities..................................    (27,348,864)   (338,072)
                                                                                         -------------  ----------
Cash flows from financing activities:
 Increases in stockholder advances.....................................................       --            45,214
 Increase in deferred acquisition costs................................................     (1,065,548)    (15,000)
 Repayments of related party debt......................................................       (182,449)    (13,394)
 Proceeds from the sale of preferred stock.............................................     13,950,000      --
 S corporation distribution............................................................       --           (92,365)
 Proceeds from bank borrowings.........................................................     11,900,000      --
 Repayment of bank loans...............................................................     (2,125,000)     --
 Proceeds from long term borrowings....................................................       --            22,318
 Principal payments on notes payable--other............................................       (123,422)   (106,362)
                                                                                         -------------  ----------
  Net cash provided by (used in) Financing activities..................................     22,353,581    (159,589)
                                                                                         -------------  ----------
Net increase (decrease) in cash........................................................        (35,820)   (364,947)
Beginning--cash balance................................................................        632,727     479,256
                                                                                         -------------  ----------
Ending--cash balance...................................................................  $     596,907  $  114,309
                                                                                         -------------  ----------
                                                                                         -------------  ----------
</TABLE>

                     See accompanying notes to financial statements.

                                                                          6


<PAGE>

                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

Note A. Basis of presentation

    The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and Item 310(b) of Regulation S-B. They do not include 
all of the information and footnotes required by generally accepted 
accounting principles for complete financial statements. In the opinion of 
management, all adjustments (consisting only of normal recurring adjustments) 
considered necessary for a fair presentation have been included. The results 
of operations for the periods presented are not necessarily indicative of the 
results to be expected for the full year. For further information, refer to 
the financial statements of the Company as of December 31, 1996 and for the 
two years then ended, including notes thereto included in the Company's Form 
10-KSB.

    The accompanying consolidated financial statements include the accounts 
of the Company and its wholly owned subsidiary, Solartechnics (HK) Ltd. 
Intercompany transactions and balances have been eliminated in consolidation.

Inventories

    Inventories, consisting principally of finished goods and work in 
process, are valued at the lower of cost or market on a first in - first out 
basis.

    The cost of sales for the periods presented have been determined using 
the gross profit method.

Income taxes

    The amounts shown for income taxes in the statements of operations differ 
from amounts that would be derived from computing income taxes at federal 
statutory rates (34%--adjusted for the surtax exemption) primarily as a 
result of state income taxes net of the federal benefit (3%).

                                                                          7


<PAGE>
                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

Note B. Note payable--bank

    During October, 1994 the Company arranged a line of credit with a bank 
whereby the Company was able to borrow up to $1,000,000. During October, 1995 
the Company replaced this line of credit with a $1,500,000 line with the same 
bank. The line was renewed again in September 1996 with a due date of 
September 1997. The line was secured by substantially all of the Company's 
assets. The Company was entitled to advances of up to 70% of its accounts 
receivable less than 61 days old and 25% of its inventory cost. The line had 
an interest rate of prime plus 1.5%. The balance of $1,500,000 at December 
31, 1996 was repaid on February 13, 1997 (see below).
 
    Concurrently with the closing of the acquisition described below, the 
Company entered into a Revolving Line of Credit and Term Loan Agreement with 
SunTrust Bank. Under the agreement the Company has the ability to borrow up 
to $17.5 million in the form of (a) a three year revolving credit facility in 
the amount of $7.5 million and (b) a five year amortizing term loan facility 
in the amount of $10 million.
 
    The Company borrowed the entire $10 million under the term loan to 
finance a portion of the acquisition and to repay the $1.5 million of 
outstanding indebtedness under the line of credit described above. The 
Company is able to borrow up to 85% of eligible accounts receivable less than 
91 days past due and 50% of eligible inventory under the revolving credit 
facility for working capital. The credit facility is secured by a first 
priority lien on all of the assets of the Company and its subsidiaries. 
Pursuant to the credit facility interest is payable at the LIBOR rate or Base 
Rate plus applicable margins based upon the Company's earnings. In addition, 
the Company is subject to certain financial covenants. The Company is 
currently discussing with the bank the restructuring of certain of the 
financial covenants.

                                                                          8

<PAGE>

                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

Note C. Stockholders' equity
 
    During December, 1994 the Company adopted a stock option plan to be 
administered by the Board of Directors. The plan provides for the granting of 
options for specified individuals to purchase common stock at an exercise 
price to be determined by the Board of Directors. No option may be granted 
after January, 2005 and no option may be granted for a period of greater than 
10 years. The total number of shares with respect to which options may be 
granted under the plan is 1,500,000. A total of 1,410,000 options have been 
granted under the plan at September 30, 1997 at prices ranging from $2.94 to 
$3.24.
 
    During August, 1995 the Company completed a public offering of units. 
Pursuant to the offering the Company issued 1,174,000 units consisting of 
1,104,000 shares of its $.001 par value common stock and 1,174,000 redeemable 
common stock purchase warrants for cash aggregating $3,865,131 net of 
offering expenses of $1,654,869. Included in the offering were 70,000 common 
shares sold by a shareholder. Each warrant entitles the holder to purchase 
one share of the Company's $.001 par value common stock at a price of $6.50 
per share for a period of four years from September 29, 1996. These warrants 
may be redeemed by the Company at any time after August 12, 1996 at a price 
of $.10 per warrant if the average bid price for the Company's common stock 
exceeds $8.75 per share for the 20 consecutive trading days ending on the 
third day prior to the date of the notice of redemption.
 
    In addition the Company sold an option to purchase an aggregate of 96,000 
units, with each unit consisting of one share of common stock and one 
warrant, for cash aggregating $960 to the underwriter. The options are 
exercisable for a period of 4 years from August 11, 1996 at an exercise price 
of $7.50 per unit. The terms of the warrants are the same as those issued 
pursuant to the public offering except that they are not redeemable by the 
Company.

                                                                          9


<PAGE>
                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

    On October 4, 1996 the Company issued 7,500 shares of its $.001 par value 
Series A 6.5% cumulative convertible non-voting preferred stock, to RBB Bank 
Aktiengesellschaft (RBB) a banking institution located in Austria, in a 
private offshore offering pursuant to Regulation S for cash aggregating 
$7,500,000 less commissions aggregating $525,000. Concurrently with the 
closing of the acquisition described in Note E, RBB purchased pursuant to 
said Regulation S offering 7,500 shares of the Company's $.001 par value 
Series B 6% cumulative convertible non-voting preferred stock and 7,500 
shares of the Company's $.001 par value Series C 6% cumulative convertible 
non-voting preferred stock for cash aggregating $15,000,000 less commissions 
aggregating $1,050,000. The dividends on the preferred shares are payable in 
cash or additional shares of preferred stock at the option of the Company. At 
September 30, 1997 dividends aggregating 1,045 shares of preferred stock 
valued at $1,045,000 were due and payable to RBB.

    Concurrently with the issuance of the Series A preferred shares, the 
Company also issued RBB a Series A warrant to purchase up to 150,000 shares 
of the Company's $.001 par value common stock at an exercise price of $5.5625 
per share at any time commencing January 1, 1999 through December 31, 2002. 
In addition, concurrently with the issuance of the Series B and C preferred 
shares, the Company issued to RBB a Series B and a Series C warrant each of 
which entitles RBB to purchase up to an aggregate of 300,000 shares of the 
Company's $.001 par value common stock at a per share exercise price of $7.50 
with respect to the Series B warrant and $10 with respect to the Series C 
warrant at any time commencing January 1, 1999 through December 31, 2002. The 
Company also issued as part of the commission in connection with the Series A 
preferred shares a Series D warrant to purchase up to an aggregate of 200,000 
shares of $.001 par value common stock at an exercise price of $5.50 per 
share through September 30, 2001.
 
    Each of the Series A Preferred Shares may be converted into shares of 
common stock at any time. Each Series A share is convertible into such number 
of common shares as is determined by dividing its stated value of $1,000 by a 
conversion rate equal to the lower of 
                                                                          10
<PAGE>

                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

(a) $5.50 or (b) 80% of the average market price for the common stock for the 
ten trading days ending three days prior to the giving by the holder of a 
notice of conversion.

    Each of the Series B Preferred Shares may be converted into shares of 
common stock at any time. Each Series B share is convertible into such number 
of common shares as is determined by dividing its stated value of $1,000 by a 
conversion rate equal to the lower of (a) $6.75 or (b) 80% of the average 
market price for the common stock for the ten trading days ending three days 
prior to the giving by the holder of a notice of conversion.

    Each of the Series C Preferred Shares may be converted into shares of 
common stock at any time after July 1, 1997. Each Series C share is 
convertible into such number of common shares as is determined by dividing 
its stated value of $1,000 by a conversion rate equal to the lower of (a) 
$8.25 or (b) 80% of the average market price for the common stock for the ten 
trading days ending three days prior to the giving by the holder of a notice 
of conversion.

    At any time after September 30, 2000 the Company will have the right to 
force conversion of the preferred shares into common stock.

Note D. Commitments and contingencies

Concentration of credit risk/major customers:

    During the nine months ended September 30, 1997, the Company made net 
sales to significant customers of approximately $6,118,000 and $3,496,000 or 
24% and 14% of its total sales.
 
    Approximately $2,327,000, $926,654 and $760,000 of the gross accounts 
receivable are due from three customers at September 30, 1997 and are 
unsecured.


                                                                          11

<PAGE>
                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

Litigation:

    On March 19, 1997, Argent Securities, Inc. ("Argent"), the underwriter of 
the Company's initial public offering, filed an action against the Company in 
the United States District Court for the Northern District of Georgia, 
Atlanta Division. The civil complaint alleges, among other things, breaches 
by the Company of its underwriting agreement with Argent, breach of corporate 
duties relating to the issuance of the Preferred Shares, and misstatements in 
the Company's Proxy Statement relating to the issuance of the Preferred 
Shares. The complaint seeks, among other things, monetary relief as well as a 
preliminary injunction enjoining the Company from permitting the conversion 
of any Preferred Shares, and requiring that the Company secure a seat on its 
Board of Directors for an Argent representative. The Company has reviewed 
Argent's claims and believes them to be without merit. The Company has filed 
a motion to dismiss on jurisdictional and substantive grounds and intends to 
continue to vigorously defend the action, and is presently considering 
counterclaims. The Company is unable to estimate the range of loss (if any).
 
Commitments:
 
    During January and February, 1997, the Company entered into employment 
agreements with certain officers and sales personnel. These agreements call 
for aggregate salaries of $822,000 in 1997, $936,000 in 1998, $1,029,000 in 
1999 and $69,000 in 2000 and auto allowances aggregating $36,000 per year. 
Also included in the contracts is certain bonus compensation and options to 
purchase up to 485,000 shares of common stock at a price of $2.94 per share 
through August, 1999 based on sales and profit targets set by the Company.
 
Note E. Acquisition of business interest
 
    On February 13, 1997, the Company changed its name to Serengeti Eyewear, 
Inc. in conjunction with the acquisition of certain assets of the Serengeti 
Eyewear division of Corning Incorporated


                                                                          12

<PAGE>
                           Serengeti Eyewear, Inc.
                         (Formerly Solar-Mates, Inc.)
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

used in the design, manufacture and distribution of Serengeti brand 
sunglasses. The Company acquired the Serengeti assets for cash aggregating 
$27.5 million. The Company financed the purchase and related transaction 
expenses with the net proceeds from the sale of shares of preferred stock and 
the borrowings under the credit facility described above.
 
    On July 16, 1997, the Company received a statement from Corning detailing 
costs aggregating approximately $1,700,000 incurred by Corning which it 
claims were on behalf of the Company for the operation of Corning facilities 
during the period from February 13, 1997 to May 18, 1997. Corning is asking 
that the Company reimburse these costs which relate to operational expenses 
of approximately $800,000 and inventory items of approximately $900,000. The 
Company has requested that Corning provide documentation for these costs as 
they are in excess of what the Company anticipated the charges should be. To 
date the Company has charged approximately $427,000 to operations and 
adjusted its inventory carrying value by $500,000 related to these charges. 
Should Corning be able to document the balance of the charges to the 
satisfaction of the Company the Company will accrue the additional amounts at 
such time.
 
Note F. Restatement of Stockholders' Equity
 
    In March, 1997 the Securities and Exchange Commission (SEC) announced its 
position on accounting for preferred stock which is convertible at a discount 
from the market price at the date of issuance. The SEC's position is that a 
dividend should be recorded for the difference between the conversion price 
and the quoted price of the common stock on the date of issuance. To comply 
with this position, the Company restated its financial statements to reflect 
a dividend of $3,750,000 at March 31, 1997, related to the sale of the 
convertible preferred stock discussed in note C.


                                                                          13

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OR PLAN OF OPERATION.
 
    The following should be read in conjunction with the Consolidated 
Financial Statements and the Notes thereto appearing elsewhere in this report.

                           FORWARD-LOOKING STATEMENTS
 
    THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN INVOLVE RISKS AND 
UNCERTAINTIES, AND ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS 
INCLUDING, BUT NOT LIMITED TO, SUCCESSFUL INTEGRATION OF THE NEWLY ACQUIRED 
SERENGETI BUSINESS, THE COMPANY'S CONTINUED ABILITY TO DEVELOP AND INTRODUCE 
INNOVATIVE PRODUCTS, CHANGING CONSUMER PREFERENCES, ACTIONS BY COMPETITORS, 
MANUFACTURING CAPACITY CONSTRAINTS AND THE AVAILABILITY OF RAW MATERIAL, THE 
EFFECT OF ECONOMIC CONDITIONS, DEPENDENCE ON CERTAIN CUSTOMERS AND OTHER 
RISKS IDENTIFIED FROM TIME TO TIME IN THE COMPANY'S SECURITIES AND EXCHANGE 
COMMISSION FILINGS. GIVEN THESE UNCERTAINTIES, PROSPECTIVE INVESTORS ARE 
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH STATEMENTS. THE COMPANY ALSO 
UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
 
General
 
    Prior to the 1980's, the Company manufactured its own sunglasses for sale 
to the wholesale trade. As manufacturers in the Far East began playing 
greater roles in the sunglass industry in the late 1970's, the Company began 
importing its products and in 1980 discontinued its manufacturing operations 
completely. Since 1978, the Company has focused primarily on the sale of 
sunglasses and sunglass products to mass merchandisers such as large retail 
chain stores. In the late 1980's, the Company began developing programs for 
mass merchants designed to enhance its sale of sunglasses. The Company 
continually adds new products and develops new marketing programs for its 
product lines. In late 1992, the Company introduced its line of 
Solar*X-Registered Trademark-sunglasses, which feature a ground and polished 
lens, comparable to optical quality sunglasses, at popular prices. This 
product was the predominant line of the Company from 1994 until the Company 
acquired Serengeti in February 1997, and has contributed significantly to the 
sales growth of the Company. The Company


                                                                          14

<PAGE>

expects its Solar*X-Registered Trademark- line of sunglasses to remain its 
predominant line in the non-premium segment of its business.
 
    In the latter part of 1995, with the proceeds of its initial public 
offering completed in August 1995, the Company launched its 
H2Optix-Registered Trademark-line, a premium sunglass line. The Company 
sought to emphasize sales of H2Optix-Registered Trademark- and thereby reduce 
its dependence upon mass merchandisers. The Company experienced only limited 
sales of its H2Optix-Registered Trademark- sunglasses in 1995 as it commenced 
its marketing efforts to establish H2Optix-Registered Trademark- brand name 
recognition and broaden the distribution network for the H2Optix-Registered 
Trademark- product line. In 1996, the Company experienced $1.2 million in 
H2Optix-Registered Trademark- sales, representing approximately 9% of the 
Company's total sales.

    On February 13, 1997, the Company acquired (the "Acquisition") the assets 
of the Serengeti Eyewear division of Corning Incorporated ("Serengeti"). 
Corning's Serengeti Eyewear division entered the premium sunglass market in 
1985 with the introduction of Drivers sunglasses, which remain the core of 
the Serengeti product line. Over the years, Serengeti sunglasses have 
developed a brand identity which provides appeal to consumers in the premium 
market. The Serengeti brand image is based upon superior lens technology, 
quality and performance. The Serengeti Drivers line of sunglasses, which 
accounted for approximately 91% of plano sales of the Serengeti Eyewear 
division in 1996, is principally responsible for this image. The Company 
intends to increase Serengeti's market share by introducing new Serengeti 
signature styles that exploit the Serengeti brand image. In addition, the 
Company intends to benefit its H2Optix-Registered Trademark- line by 
including it within the Serengeti line, thereby tapping into Serengeti's 
well-established distribution networks.
    
    Historically, the Serengeti line has suffered delays in new product 
launches, resulting in depressed orders for those products. In response, 
Corning's Serengeti Eyewear division focused on timing the product 
development cycle to ensure that new products are introduced in October, 
which is the optimal time for selling to the largest Serengeti customers for 
the spring and summer seasons.


                                                                          15

<PAGE>

Results of Operations

Comparison of the three months ended September 30, 1997 to the three 
months ended September 30, 1996
 
    Net sales increased 342%, from approximately $1.9 million for the three 
months ended September 30, 1996 to approximately $8.4 million for the same 
period in 1997, primarily as a result of the sales of Serengeti products 
subsequent to the Acquisition of the Serengeti business on February 13, 1997 
(which accounted for $6.1 million of such net sales) and increased sales of 
the Company's non-premium products to a significant customer.
 
    Gross profit increased as a percentage of sales, from approximately 35% 
for the three months ended September 30, 1996 to approximately 54% for the 
same period in 1997, primarily as a result of product mix. Approximately 73% 
of the 1997 sales consisted of premium Serengeti products which carry gross 
margins significantly higher than the Company's non-premium products which 
comprised substantially all of the Company's sales in 1996.
 
    Depreciation and amortization increased by approximately $558,000 during 
the three months ended September 30, 1997 as a result of the amortization of 
the intangible assets related to the Acquisition.
 
    Selling expenses increased from approximately $550,000 during the three 
months ended September 30, 1996 to approximately $1.3 million for the same 
period in 1997. This increase resulted primarily from increased costs 
associated with marketing and selling expenses related to the Company's 
premium products in 1997.
 
    General and administrative expenses increased from approximately $354,000 
for the three months ended September 30, 1996 to approximately $2.3 million 
for the same period in 1997, primarily as a result of an increase in 
executive and administrative salaries, office expenses, and costs incurred in 
connection with the development of the premium line of sunglasses. The 
Company anticipates that its general and administrative cost will continue to 
increase with the growth of its business, and particularly in light of the 
Acquisition of the Serengeti business. 


                                                                          16

<PAGE>

    Interest expense increased by approximately $281,000 during the three 
months ended September 30, 1997 as a result of the interest expense related 
to the Company's term loan which was used to finance the Acquisition and the 
interest incurred on the Company's revolving credit facility.

Comparison of the nine months ended September 30, 1997 to the nine months 
ended September 30, 1996

    Net sales increased 228%, from approximately $7.4 million in 1996 to 
approximately $24.3 million in 1997, primarily as a result of the sales of 
Serengeti products subsequent to the Acquisition (which accounted for $15.9 
million of such sales) and increased sales of the Company's non-premium 
products to a significant customer. The Company has continued to broaden the 
distribution network for its non-premium products and, as a result, during 
the nine month period in 1997, sales to Wal-Mart Stores Inc. accounted for 
approximately 24% of the Company's total sales, compared to approximately 65% 
in 1996.
 
    Net sales for the nine month period ended September 30, 1997 were lower 
than expected due to reduced sales to one of the Company's significant 
customers which was in the process of reducing its own inventory levels, less 
than favorable spring weather conditions in what has historically been one of 
the Company's strong distribution markets, and backorder situations related 
to some of the components used in the Company's manufacturing process. These 
situations improved during the third quarter and the Company anticipates that 
they should continue to improve during the balance of the year.
 
    Gross profit increased as a percentage of sales, from approximately 36% 
in 1996 to approximately 52% in 1997, primarily as a result of product mix. 
Approximately 65% of the 1997 sales consisted of premium Serengeti products 
which carry gross margins significantly higher than the Company's non-premium 
products which comprised substantially all of the Company's sales in 1996.
 
    Depreciation and amortization increased by approximately $1.5 million 
during 1997 as a result of the amortization of the intangible assets related 
to the Acquisition.

                                                                          17


<PAGE>

    Selling expenses increased from approximately $1.4 million in 1996 to 
approximately $5.0 million in 1997. This increase resulted primarily from 
increased costs associated with marketing and selling expenses related to the 
Company's premium products in 1997 which included an "Eye in the Sky" radio 
advertising campaign incurred during May and June 1997 for Serengeti products 
costing approximately $1.1 million.
 
    General and administrative expenses increased from approximately $941,000 
in 1996 to approximately $5.3 million in 1997 primarily as a result of an 
increase in executive and administrative salaries, office expenses, and costs 
incurred in connection with the development of the premium line of 
sunglasses. The Company anticipates that its general and administrative cost 
will continue to increase with the growth of its business, and particularly 
in light of the Acquisition.
 
    Interest expense increased by approximately $638,000 in 1997 as a result 
of the interest expense related to the Company's term loan which was used to 
finance the Acquisition and the interest incurred on the Company's revolving 
credit facility.
 
Liquidity and Capital Resources

    Prior to the Acquisition of the Serengeti business, the Company financed 
its operations primarily through the proceeds of an initial public offering 
completed in August 1995, its cash flow and a revolving line of credit in the 
amount of $1,500,000 from SunBank/Gulf Coast (the "Old Credit Facility"). As 
of December 31, 1996, the Company had borrowed the maximum amount available 
under the Old Credit Facility. Concurrently with the closing of the 
Acquisition, the Company entered into a Revolving Line of Credit and Term 
Loan Agreement with SunTrust Bank, Central Florida, National Association, 
individually and as agent, and Creditanstalt-Bankverein pursuant to which the 
Company refinanced the Old Credit Facility with a new senior credit facility 
(the "New Credit Facility") which provides the Company with the ability to 
borrow up to $17.5 million in the form of (i) a three year revolving credit 
facility in the amount of $7.5 million (the "Revolver Facility") and (ii) a 
five year amortizing term loan facility in the amount of $10.0 million (the 
"Term Facility").


                                                                          18

<PAGE>

    The Company borrowed the entire $10.0 million of availability under the 
Term Facility to finance a portion of the Acquisition purchase price, to 
repay in full the outstanding principal indebtedness and accrued interest 
(approximately $1.5 million) under the Old Credit Facility and to pay related 
fees and expenses. The Company financed the remaining portion of the 
Acquisition purchase price with the net proceeds of the sale of Preferred 
Shares.
 
    The Revolver Facility has a $2 million sublimit for the issuance of 
stand-by letters of credit. Pursuant to the Revolver Facility, the Company is 
able to borrow up to 85% of eligible accounts receivable and up to 50% of the 
value of the Company's eligible inventory. Undrawn amounts under the Revolver 
Facility are available for the working capital and general corporate needs of 
the Company.
 
    Interest under the New Credit Facility is payable at the LIBOR rate or 
the "Base Rate." In addition to applicable margins, the Company pays a 
floating percentage tied to the Company's ratio of funded debt to "EBITDA"; 
ranging, in the case of LIBOR rate loans, from 1.50% based upon a ratio of 
1.5:1 or less to 2.75% based upon a ratio of greater than 3:1; and ranging, 
in the case of Base Rate loans, from .50% based upon a ratio of 2.25:1 or 
less to 1.25% based upon a ratio of greater than 3:1. Pursuant to the New 
Credit Facility, the Company is required to enter into exchange agreements 
and/or other appropriate interest rate hedging transactions for the purpose 
of interest rate protection covering at least 75% of the borrowings under the 
Term Facility through February 13, 2000.
 
    The New Credit Facility requires the Company to maintain certain 
financial ratios. Pursuant to the New Credit Facility, the Company is 
required to apply 75% of its "Excess Cash Flow" for the preceding completed 
fiscal year, the net proceeds from any sale of assets other than in the 
ordinary course of business and the net proceeds of equity issuances and 
permitted debt issuances to prepay outstanding amounts under the Term 
Facility. The New Credit Facility also contains a number of customary 
covenants, including, among others, limitations on liens, affiliate 
transactions, mergers, acquisitions, asset sales, dividends and advances. The 
New Credit Facility is secured by a 
 
                                                                          19

<PAGE>

first priority lien on all of the assets of the Company and its subsidiaries.

    The Company's liquidity improved from working capital of approximately 
$9.7 million at December 31, 1996 to working capital of approximately $13.3 
million at September 30, 1997. The Company increased its inventory position 
at September 30 in anticipation of forth quarter 1997 and first quarter 1998 
requirements.
 
    The Company incurred approximately $898,000 in capital expenditures 
during the nine months ended September 30, 1997 primarily relating to the 
expansion of its facility and the acquisition of furniture and fixtures. The 
Company anticipates that it will incur additional capital expenditures of 
approximately $100,000 for the remainder of 1997.
 
    The Company anticipates, based on its currently proposed plans, that the 
net cash available from operations combined with the New Credit Facility will 
be sufficient to satisfy its anticipated cash requirements for the 1997 
fiscal year.
 
Foreign Currency Exchange

    The Company presently transacts business internationally in United States 
currency. To date, the Company has not been affected significantly by 
currency exchange fluctuations. However, future currency fluctuations in 
countries in which the Company does business could adversely affect the 
Company by resulting in pricing that is not competitive with prices 
denominated in local currencies.
 
Seasonality

    The Company anticipates that the seasonality of its premium sunglass 
business generally will follow the selling activity of its largest customer 
for such products, Sunglass Hut. Historically, the strongest quarter in terms 
of Serengeti sales is the second quarter, followed by the first, fourth and 
third quarters. The seasonality of the Company's non-premium sunglass 
business generally follows the selling of its largest customer for such 
products, Wal-Mart. Historically, the Company's strongest quarter in terms of 
sales is the fourth quarter, followed by the first, second and third quarters.

                                                                          20


<PAGE>

                                    PART II
                               OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
    On March 19, 1997, Argent Securities, Inc. ("Argent"), the underwriter of 
the Company's initial public offering, filed an action against the Company in 
the United States District Court for the Northern District of Georgia, 
Atlanta Division. The civil complaint alleges, among other things, breaches 
by the Company of its underwriting agreement with Argent, breach of corporate 
duties relating to the issuance of the Preferred Shares, and misstatements in 
the Company's Proxy Statement relating to the issuance of Preferred Shares. 
The complaint seeks, among other things, monetary relief as well as a 
preliminary injunction enjoining the Company from permitting the conversion 
of any Preferred Shares, and requiring that the Company secure a seat on its 
Board of Directors for an Argent representative. The Company has reviewed 
Argent's claims and believes them to be meritless. The Company has filed a 
motion to dismiss on jurisdictional and substantive grounds and intends to 
vigorously defend the action, and is presently considering counterclaims.


                                                                          21

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
 
    (a) Exhibits. Exhibit 27--Financial Data Schedule (previously filed)
 
    (b) Reports on Form 8-K. None.
 

                                                                          22
<PAGE>

                                   SIGNATURES
 
    In accordance with the requirements of the Exchange Act, the Registrant 
has caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.
 
                                    SERENGETI EYEWEAR, INC.

Dated: January 27, 1998             BY: /S/ STEPHEN NEVITT
                                        --------------------------
                                        Stephen Nevitt
                                        President
                                        (Principal Executive Officer)


Dated: January 27, 1998             BY: /S/ NEIL R. WINTER    
                                        -------------------------
                                        Neil R. Winter      
                                        Chief Financial Officer 


                                                                          23