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

                                   FORM 10-QSB

             [X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 1996

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from: ____________ to ____________

                         Commission file number: 0-26022
                                                 -------

                                Solar-Mates, Inc.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)

           New York                                           11-2396918
---------------------------------                       ---------------------
  (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 such filing requirements for the past 90 days. YES: X NO:

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES: NO:

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,384,000 shares of Common Stock,
$.001 par value, as of November 10, 1996.

Transitional Small Business Disclosure Format. YES:     NO:  X
                                                    ---     ---
     
<PAGE>

                                Solar-Mates, Inc.
                                      Index

          Part I
          ------
Item 1.   Financial Statements

          Consolidated Balance Sheet as of September 30, 1996                  3

          Consolidated Statements of Operations and Retained Earnings
           (Deficit) for the Nine Months and Three Months Ended
           September 30, 1996 and 1995                                         4

          Consolidated Statements of Cash Flows for the Nine Months
           Ended September 30, 1996 and 1995                                   5

          Notes to Consolidated Financial Statements                       6 - 8

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       9 - 13

          Part II
          -------
Item 6.   Exhibits and Reports on Form 8-K                                    14
          Signatures                                                          14


<PAGE>

                     PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

For The Nine Months and Three Months Ended September 30, 1996 and 1995

                           Solar-Mates, Inc.
                      Consolidated Balance Sheets
                          September 30, 1996
                              (Unaudited)

ASSETS
Current Assets:
       Cash                                                           $  114,309
       Trading securities                                                926,086
       Other marketable securities                                       284,640
       Accounts receivable - less allowance for
        doubtful accounts of $100,000                                  2,671,260
       Inventories                                                     3,358,353
       Prepaid expenses                                                  558,464
                                                                      ----------
          Total current assets                                         7,913,112

Fixed assets - net of accumulated depreciation                           473,157
Other assets                                                             359,720
                                                                      ----------
                                                                      $8,745,989
                                                                      ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
       Note payable - bank                                            $1,500,000
       Note payable - stockholder                                         45,398
       Advances from stockholders                                         83,927
       Accounts payable                                                1,647,784
       Other current liabilities                                         508,048
                                                                      ----------
          Total current liabilities                                    3,785,157

Notes payable - stockholder                                              173,921
Long-term debt                                                            58,293

Commitments and contingencies                                                -

Stockholders' equity:
Preferred stock, 1,000,000 shares authorized                                 -
Common stock, $001 par value, 
       10,000,000 shares authorized,
       2,384,000 shares issued and outstanding                             2,384
Additional paid in capital                                             4,264,276
Retained earnings                                                        461,958
                                                                      ----------
       Total stockholders'  equity                                     4,728,618
                                                                      ----------
                                                                      $8,745,989
                                                                      ==========


                                                                               3
<PAGE>

                           Solar-Mates, Inc.
 Consolidated Statements of Operations and Retained Earnings (Deficit)
For The Nine Months and Three Months Ended September 30, 1996 and 1995
                              (Unaudited)

<TABLE>
<CAPTION>
                                                        Nine Months Ended           Three Months Ended
                                                       1996          1995           1996           1995
                                                       ----          ----           ----           ----
<S>                                                <C>           <C>           <C>           <C>        
Net sales                                          $ 7,406,439   $ 5,313,195   $ 1,865,166   $   740,790
Cost of sales                                        4,776,085     3,559,841     1,212,358       504,690
                                                   -----------   -----------   -----------   -----------
Gross profit                                         2,630,354     1,753,354       652,808       236,100
                                                   -----------   -----------   -----------   -----------
Operating expenses:                                       
 Selling expenses                                    1,433,645       656,422       550,221       280,312
 General and administrative expenses                 1,035,395       830,288       385,805       286,606
                                                   -----------   -----------   -----------   -----------
                                                     2,469,040     1,486,710       936,026       566,918
                                                   -----------   -----------   -----------   -----------
Income from operations                                 161,314       266,644      (283,218)     (330,818)

Other (expense):
 Interest expense                                     (197,789)     (211,000)      (57,361)      (55,044)
                                                   -----------   -----------   -----------   -----------
Income before income taxes                             (36,475)       55,644      (340,579)     (385,862)
Provision for income taxes
 Current                                                12,400                     (82,000)          
                                                   -----------   -----------   -----------   -----------
Net income                                             (48,875)       55,644      (258,579)     (385,862)

Retained earnings (deficit) - beginning of period      603,198    (1,074,140)      720,537      (632,634)
S-corporation distribution                             (92,365)                              
                                                   -----------   -----------   -----------   -----------
Retained earnings (deficit) - end of period        $   461,958   $(1,018,496)  $   461,958   $(1,018,496)
                                                   ===========   ===========   ===========   ===========

Per share information:
Weighted average shares outstanding                  2,384,000     1,483,100     2,384,000     1,784,000
                                                   ===========   ===========   ===========   ===========
Net income per share                               $     (0.02)  $      0.04   $     (0.11)        (0.22)
                                                   ===========   ===========   ===========   ===========

</TABLE>

                                                                               4
<PAGE>

                           Solar-Mates, Inc.
                 Consolidated Statements of Cash Flows
         For The Nine Months Ended September 30, 1996 and 1995
                              (Unaudited)

                                                        1996             1995
                                                        ----             ----
Cash flows from operating activities                 $ (3,585)      $ 1,235,655 
                                                                                
                                                                                
                                                                                
Cash flows from investing activities:                                           
   Sale of trading securities                          136,299                  
   Acquisition of patents and trademarks                (6,159)          (8,867)
   (Acquisition)  disposition of other assets         (112,036)             700 
   Purchase of fixed assets                           (219,877)         (35,482)
                                                     ---------      ----------- 
         Net cash used by investing activities        (201,773)         (43,649)
                                                     ---------      ----------- 
Cash flows from financing activities:                                           
   Decrease in accounts receivable stockholders         45,215            8,190 
   Long term borrowing                                  22,318                  
   Principal payments on notes payable                (106,363)        (606,237)
   S corporation distribution                          (92,365)             -   
   Repayments on advances from stockholders            (13,394)             -   
   Offering cost                                       (15,000)        (127,820)
   (Increase) in deferred offering cost                    -           (348,107)
                                                     ---------      ----------- 
       Net cash used by financing activities          (159,589)      (1,073,974)
                                                     ---------      ----------- 
Net increase (decrease) in cash                       (364,947)         118,032 
Beginning - cash balance                               479,256           18,301 
                                                     ---------      ----------- 
Ending - cash balance                                $ 114,309      $   136,333 
                                                     =========      =========== 


                                                                               5
<PAGE>

                                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 SB. 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, 1995 and 1994 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.

Note B. Inventory

Inventory consisted principally of finished goods.

Note C. Commitments and Contingencies

Concentration of credit risk/major customer

During the nine month periods ended September 30, 1996 and 1995 the Company made
sales to Wal-Mart Stores, Inc. of approximately $4,800,000 and $4,700,000,
respectively. During the three month periods ended September 30, 1996 and 1995
the Company made sales to Wal-Mart Stores, Inc. of approximately $1,100,000 and
$680,000, respectively

Approximately $1,256,000 (47%) of the accounts receivable at September 30, 1996
are due from Wal-Mart Stores, Inc. and are unsecured. This customer is a major
national retailer and the 


                                                                               6
<PAGE>

                                Solar-Mates, Inc.
                   Notes to Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

Company has not experienced collection problems with this customer.

Note D.  Subscription Receivable

On September 26, 1996 Solar-Mates, Inc.(the "Company") entered into a
subscription agreement with an Austrian based bank for the infusion of $22.5
million in equity financing of which $7.5 million was funded on October 4, 1996.
The purpose of the funding is to pursue a specific acquisition targeted by the
Company in the sunglass industry. See Note E.

The equity infusion is in the form of non-voting convertible preferred shares of
the Company. The conversion price for the preferred shares in the initial
infusion is the lower of 80% of the market price of the Company's publicly trade
Common Stock, $.001 par value ("Common Stock") or $5.50 per share, and the
shares bear dividends at an annual rate of 6.5%. The remaining subscriptions for
an additional aggregate amount of $15 million of non-voting convertible
preferred shares is to be consummated simultaneously with the closing of the
targeted acquisition. The conversion price for the preferred shares to be issued
in the subsequent $15 million infusion is the lower of 80% of market price for
the Common Stock or, with respect to $7.5 million of such amount, $6.75 per
share, and with respect to the other $7.5 million, $8.25 per share. Such shares
are to bear dividends at an annual rate of 6%. The Company may, at its sole
discretion, pay any and all dividends in preferred shares of the same series
rather than in cash.

The convertibility of any preferred shares into Common Stock is subject to
shareholder approval. The agreement provides that the purchaser of the shares
shall vote all of the underlying shares (if and when converted), in connection
with any vote of the shareholders of the Company relating to the election of
directors, for a majority of directors, in accordance with the directions of
Stephen Nevitt, the Company's President and Principal Executive Officer, or his
successor or designee.

The subscription is being effected pursuant to an off-shore exemption in
reliance upon Regulation S under the Securities Act of 1933.


                                                                               7
<PAGE>

                                Solar-Mates, Inc.
                   Notes to Consolidated Financial Statements
                                  (Unaudited)
                                  (Continued)

At the closing of the initial $7.5 million infusion, the Company also issued to
the investor three year warrants to purchase 150,000 shares of Common Stock at a
price of $5.5625 per share exercisable commencing on January 1, 1999. In
connection with the closing of the second infusion of $15 million, the Company
is required to issue an additional 600,000 identical warrants, with an exercise
price of $7.50 per share for 300,000 of the warrants and $10 per share for the
remaining warrants. The Company also paid a commission to a third party equal to
7% of the investment and an immediately exercisable five year warrant to
purchase 200,000 shares of Common Stock at a price of $5.50 per share. The
Company is also obligated to pay such 7% commission in connection with the
second infusion of $15 million.

Note E.  Subsequent Event

On October 29,1996, the Company entered into an agreement to purchase from
Corning Incorporated, certain assets used in the business of designing,
manufacturing and distributing Serengeti sunglasses. The assets include
inventories, dies and molds, office furniture, plant machinery and equipment,
fixtures, trademarks, including, among others, the brand name Serengeti, and
patents used in the manufacturing of Serengeti brand sunglasses. The purchase
price will be $27.5 million. The Company anticipates closing the transaction
after the approval of its shareholders of the issuance of shares underlying the
convertible preferred shares and warrants is obtained.


                                                                               8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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 their 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(R) sunglasses, which feature
ground and polished lens, comparable to optical quality sunglasses, at popular
prices. This product is currently the predominant line of the Company and has
contributed significantly to the sales growth of the Company.

     The Company continues to introduce new products. Recently the Company
introduced a higher priced line of sunglasses under the brand name H2Optix(R).
The Company is not marketing this line to mass merchants but rather to specialty
retailers. This is intended to reduce the Company's dependence on its current
customer base.

     On October 29,1996, the Company entered into an agreement to purchase from
Corning Incorporated, certain assets used in the business of designing,
manufacturing and distributing Serengeti sunglasses. The assets include
inventories, dies and molds, office furniture, plant machinery and equipment,
fixtures, trademarks, including, among others, the brand name Serengeti, and
patents used in the manufacturing of Serengeti brand sunglasses. The purchase
price will be $27.5 million. The Company anticipates closing the transaction
after the necessary approval of its shareholders is obtained.

     Until such time as the Serengeti acquisition is completed the Company
expects its Solar*X(R) line of sunglasses to remain its predominant line.


                                                                               9
<PAGE>

Results of Operations

     Net sales increased 39% from $5,313,195 for the nine months ended September
30, 1995 to $7,406,439 for the nine months ended September 30, 1996, and
increased 152% from $740,790 for the three months ended September 30, 1995 to
$1,865,166 for the three months ended September 30, 1996. These increases were
due primarily to the introduction of new products including the Company's
H2Optix(R) line of sunglasses. In 1996 the Company began aggressively marketing
this line. Sales from the H2Optix(R) line were approximately $903,000 for the
nine months ended September 30, 1996. Additionally, approximately $578,000 of
the increase for the nine months ended September 30, 1996 was due to sales of
the Company's Outa Limitz(TM) line of sunglasses which did not exist during the
same period in 1995; $1,698,000 which results from increased activity of
Solar*X(TM), offset by a decrease of approximately $1,187,000 in sales of
Bonjour(R), a brand no longer marketed by the Company. Approximately $453,000 of
the increase for the three months ended September 30, 1996 was due to sales from
H2Optix(R); $722,000 resulted from sales of Solar*X(TM); $57,000 from sales of
the Outa Limitz(TM); and a decrease of approximately $101,000 in sales of
Bonjour(R).

     Selling expenses increased by $777,223 or 118%, from $656,422 for the nine
months ended September 30, 1995 to $1,433,645 for the nine months ended
September 30, 1996 and increased by $269,909 or 96% from $280,312 for the three
months ended September 30, 1995 to $550,221 for the three months ended September
30, 1996. The increase in both the nine month and three month periods resulted
primarily from increased advertising and marketing cost associated with the
launch of H2Optix(R). The Company anticipates continued increases in selling
expenses related to H2Optix(R) during the remainder of 1996.

     General and administrative expenses increased by $205,107 or 25%, from
$830,288 for the nine months ended September 30, 1995 to $1,035,395 for the nine
months ended September 30, 1996 and increased by $99,199 or 35% from $286,606
for the three months ended September 30, 1995 to $385,805 for the three months
ended September 30, 1996. The increase in both the nine month and three month
periods resulted primarily from increased personnel and administrative cost
associated with the general growth of the Company.

     The Company's interest expenses decreased $13,211 or 6% from $211,000 for
the nine months ended September 30, 1995 to $197,789 for the nine months ended
September 30, 1996. The decreases resulted primarily from interest earned on
investment of the proceeds of the Company's public offering and the reduction of
debt.


                                                                              10
<PAGE>

Liquidity and Capital Resources

     The Company is financing its operations primarily through the proceeds of
an initial public offering ("IPO") completed in August 1995, its cash flow and
revolving lines of credit. The Company has a revolving line of credit in the
amount of $1,500,000 from SunTrust Bank (the "Credit Facility"). Interest on
outstanding loans under the Credit Facility accrue at a rate equal to 1.5% above
the prime rate. The Credit Facility is secured by a lien on all of the Company's
assets. Pursuant to the Credit Facility, the Company may borrow up to 70% of
accounts receivable under 61 days old and up to 25% of the Company's inventory
to a maximum of $1,500,000. Advances under the facility have been used for
general working capital purposes. The Credit Facility is guaranteed, jointly and
severally, by certain shareholders of the Company. As of September 30, 1996, the
Company has borrowed the maximum amount available under the Credit Facility.

     The Company's cash flow requirements are greatest during the fourth quarter
of each year primarily as a result of inventory acquisition and the introduction
of new product lines for the upcoming sunglass season which traditionally occurs
in the later part of the fourth quarter. The Company believes that cash flow
generated from operations, supplier credit and the revolving credit facility
will be sufficient to satisfy its requirements. To the extent that such sources
are not sufficient, the Company may be required to obtain short-term loans as it
has done in the past.

     The Company's working capital decreased from $4,357,962 at December 31,
1995 to $4,170,607 at September 30, 1996. This resulted primarily from purchase
of assets utilized in the growth of the business, the reduction of debt and an
"S" corporation distribution with respect to earnings prior to the IPO.

     The Company purchased capital assets of approximately $338,000 during the
nine month period ended September 30, 1996.

     The Company will require approximately $30,000,000 to finance the
acquisition of Serengeti and related costs and expenses, which it anticipates
obtaining through the issuance of equity securities and debt.

     On September 26, 1996 the Company entered into a subscription agreement
with an Austrian based bank for the infusion of $22.5 million in equity
financing of which $7.5 million was funded on October 4, 1996. The equity
infusion (the "Equity Financing") is in the form of non-voting convertible
preferred shares of the Company. The conversion price for the 


                                                                              11
<PAGE>

preferred shares issued in the initial infusion is the lower of 80% of the
market price of the Company's publicly trade Common Stock, $.001 par value
("Common Stock") or $5.50 per share, and the shares bear dividends at an annual
rate of 6.5%. The remaining subscriptions for an additional aggregate amount of
$15 million of non-voting convertible preferred shares is to be consummated
simultaneously with the closing of the Serengeti acquisition. The conversion
price for the preferred shares to be issued in the subsequent $15 million
infusion is the lower of 80% of market price for the Common Stock or, with
respect to $7.5 million of such amount, $6.75 per share, and with respect to the
other $7.5 million, $8.25 per share. Such shares are to bear dividends at an
annual rate of 6%. The Company may, at its sole discretion, pay any and all
dividends in preferred shares of the same series rather than in cash.

     The convertibility of any preferred shares into Common Stock is subject to
shareholder approval. The agreement provides that the purchaser of the shares
shall vote all of the underlying shares (if and when converted), in connection
with any vote of the shareholders of the Company relating to the election of
directors, for a majority of directors, in accordance with the directions of
Stephen Nevitt, the Company's President and Principal Executive Officer, or his
successor or designee.

     The subscription is being effected pursuant to an off-shore exemption in
reliance upon Regulation S under the Securities Act of 1933.

     At the closing of the initial $7.5 million infusion, the Company also
issued to the investor three year warrants to purchase 150,000 shares of Common
Stock at a price of $5.5625 per share exercisable commencing on January 1, 1999.
In connection with the closing of the second infusion of $15 million, the
Company is required to issue an additional 600,000 identical warrants, with an
exercise price of $7.50 per share for 300,000 of the warrants and $10 per share
for the remaining warrants. The Company also paid a commission to a third party
equal to 7% of the investment and an immediately exercisable five year warrant
to purchase 200,000 shares of Common Stock at a price of $5.50 per share. The
Company is also obligated to pay such 7% commission in connection with the
second infusion of $15 million.

     The Company is currently negotiating the debt required to complete the
Serengeti acquisition and anticipates that the debt will be structured as a
combination of a five year term loan and a revolving credit facility. The
Company intends to obtain a revolving credit facility sufficient to fund its
working capital needs after the acquisition.


                                                                              12
<PAGE>

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 seasonality of the Company's business generally follows the selling
activity of its largest customer, Wal-Mart Stores, Inc. The Company's strongest
quarter in terms of sales is the fourth quarter followed by the first, second
and third quarters.


                                                                              13
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)  Exhibits.

     Exhibit
      Number   Exhibit Description
      ------   -------------------

        2      Agreement of Purchase and Sale, dated as of October 29, 1996,
               between the Company and Corning Incorporated

        10     Subscription Agreement, dated September 26, 1996, between the
               Company and RBB Bank Aktiengesellschaft

        27     Financial Data Schedule

      (b)  Reports on Form 8-K.

     On October 4, 1996, the Registrant filed a Form 8-K with the Securities and
Exchange Commission which reported that the Company entered into a subscription
agreement with an Austrian based bank with respect to the Equity Financing.

                                   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.

                              Solar-Mates, Inc.
                              (Registrant)

Dated: August 13, 1996        By:   /s/ Stephen Nevitt
      -------------------        ---------------------------
                              Stephen Nevitt
                              President
                             (Principal Executive Officer)

Dated: August 13, 1996        By:   /s/ Jeffrey Rubin
      -------------------        ---------------------------
                              Jeffrey Rubin
                              Controller
                             (Chief Financial Officer)


                                                                              14