S-2/A

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As Filed with the Securities and Exchange Commission on August 27, 2003

Registration No. 333-106202

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Amendment No.1 to

Form S-2

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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POLYMER RESEARCH CORP. OF AMERICA

Exact name of registrant as specified in its charter)

      New York                                                      11-2023495   

         (State or other jurisdiction                               (I.R.S. Employer     

     of incorporation or organization)                     Identification No.)

2186 Mill Avenue,

Brooklyn, NY 11234

           (718) 444-4300           

 (Address, including zip code, and

telephone number, including area

code, of registrant's principal

executive office)

Robert W. Forman, Esq.

Shapiro Mitchell Forman Allen & Miller LLP

380 Madison Avenue, New York, NY 10017

           (212) 972-4900           

(Name, address, including zip code,

and telephone number, including area

code, of agent for service)

Approximate date of commencement of proposed sale to public: As soon as practicable after the Registration
Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following box. [X]

If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile
thereof, pursuant to Item 11(a)(1), check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.  [  ]____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration number of the earlier effective registration statement for the
same offering. [  ]___________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration number of the earlier effective registration statement for the
same offering.  [  ]___________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [  ]___________________

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8 (a) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SECTION 8 (a), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.

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SUBJECT TO COMPLETION, DATED August 27, 2003

PROSPECTUS

500,000 SHARES

POLYMER RESEARCH CORP. OF AMERICA

COMMON STOCK

This prospectus relates to the sale by the Selling Shareholders of the 500,000 shares of Common
Stock, par value $.01 per share, of Polymer Research Corp. of America to be acquired by such
Selling Shareholders at an exercise price of $0.70 per share upon exercise of options. See page 8
for further information with respect to such Selling Shareholders.

Our Common Stock is quoted on the over-the-counter Electronic Bulletin Board under the
trading symbol PROA.OB. On August 25, 2003, the closing bid price of a share of our Common
Stock was $0.75.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PRCA OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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The date of this Prospectus is August ____, 2003.

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TABLE OF CONTENTS

Page

Risk Factors

3

Uncertainty of Forward-Looking Statements

6

Available Information on the Company

7

Our Company

7

Use of Proceeds

7

Selling Shareholders and Plan of Distribution

8

Description of Capital Stock

9

Market for Common Equity and Related Shareholder Matters

10

Legal Matters

11

Experts

11

Changes In and Disagreements With Accountants on Accounting and

          Financial Disclosure

12

Indemnification of Directors and Officers -

          Disclosure of Commission's Position on Indemnification

12

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RISK FACTORS

INVESTING IN OUR COMMON  STOCK  INVOLVES  RISKS.  PROSPECTIVE  
INVESTORS  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK  FACTORS  
BEFORE  MAKING  A  DECISION  TO  PURCHASE  ANY  OF  THE  SECURITIES  
OFFERED HEREBY.

Our Cash Position May Be Insufficient to Fund Operations in the near Term and Our
Independent Auditor's Opinion Contains a "Going Concern" Qualification Which Raises
"Substantial Doubt" as to Our Ability to Continue as a Going Concern.

The Company experienced a significant decline in revenues during the past 18 months, although
revenues increased in the second quarter of 2003 compared to revenues in the second quarter of
2002. Management believes that, unless revenues increase significantly, the Company's cash
position will continue to decline. At current operating levels, the Company may be out of cash
within four months from the date hereof unless revenues increase or expenses are reduced. Currently
we have cash of approximately $240,000.   For the six months ended June 30, 2003, we sustained a
loss from operations of $345,000.  Over both the long and short term, liquidity will be a direct result
of sales and related net earnings although members of management have loaned PRCA money
from time to time.  If the options are exercised, PRCA's cash position will be enhanced.

The auditor's opinion to our 2002 Financial Statements states that it was prepared on the
assumption that we continue as a going concern.  Nevertheless, our independent auditor states
that because we have suffered recurring losses from operations and net capital deficiencies there
is "substantial doubt" that we will be able to continue as a going concern.  See "Independent
Auditors' Report" on page F-2 of our Annual Report on Form 10-KSB.  We hope that the net
proceeds the Company may receive upon exercise of the options, together with the proceeds of
the SBA loan, receipt of the tax refund and recent upturn in business will alleviate this doubt,
although we can give no assurances that such will be the case.

We Have Experienced Significant Declines in Revenues and Operating Results During the Past
Eighteen Months.

Our results of operations are currently being, and have been in the past, and could in the future
be, significantly adversely affected by the downturn in the economy. We cannot predict when, or
if, the current downturn in the economy and our business will begin to improve, although
revenues increased in the second quarter of 2003 compared to revenues in the second quarter of
2002. For the year ended December 31, 2002, the Company had a net loss of $2,176,406 on net
revenues of $2,127,457.  For the six months ended June 30, 2003, the Company had a net loss of
$345,018 on net revenues of $1,514,269.  Sales declined from $5,071,241 in 2000 to $2,127,457 in
2002, which is the reason for the decline in operating results.  We have not reduced our
workforce in response to the reduced revenues, and have continued our marketing efforts.  Our
operating results are affected principally by our ability to attract new research customers. Like
many other businesses, during times of economic slowdowns, our revenues have been adversely
affected through most of 2002.  The Company believes its sales were adversely affected by the
September 11 tragedy because travel by prospective customers, many of whom tour our facilities
as part of our marketing efforts, was greatly reduced.  We do not believe our sales are currently
impacted by such reduced travel.

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We Have Been, and Continue to Be, Subject to Litigation Concerning the Performance of
Certain Research Contracts.

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Over the years, we have entered into numerous contracts to develop formulae requested by our
clients which are intended to achieve certain targeted specifications. Our research has not always
developed formulations meeting all of the specifications desired by our clients, many of whom
have sued us claiming breach of contract. In those lawsuits, such clients have sought the return
of amounts paid and alleged consequential damages. We have defended those cases principally
on the basis that the contracts called for us to perform research in a commercially reasonable
manner, not to guaranty a specific result.  We have generally settled those lawsuits by agreeing
to return a portion of the purchase price.  One court has found that we breached the contract at
issue. If we continue to be subject to lawsuits in cases where we have not satisfied all of our
customers' specifications, and other courts agree that such failure constitutes breach of contract,
our financial condition and results of operations will likely be affected in a material adverse
manner. In addition, these legal proceedings and claims, whether with or without merit, could be
time-consuming and expensive to defend, and could divert management's attention and
resources.  The Company maintains product liability insurance, but such insurance does not
provide coverage for the failure, or alleged failure, to satisfactorily complete research contracts.

We Depend upon Certain Key Members of Management, One of Whom Is 78 Years Old.

The success of the Company is largely dependent on the efforts of Carl Horowitz, President of
the Company and the Company's co-founder, who is 78 years old and John Ryan, who is 47
years old, our principal sales person. The loss of the services of either could have a material
adverse effect on the Company's business and prospects. While Mr. Horowitz is in good health
and beneficially owns approximately 44.5% of our Common Stock, there can be no assurance
that he will continue to actively run the Company. Similarly, John Ryan, who has worked at the
Company for more than 20 years, has no employment agreement and no post-employment
restrictions, and could leave the Company's employ at any time. The loss of his services could
have a material adverse effect on the Company's sales and profitability.  We do not maintain key
man insurance on the lives of either Mr. Horowitz or Mr. Ryan.

Carl Horowitz and Irene Horowitz Beneficially Own a Substantial Portion of Our Common
Stock, and Are Likely in a Position to Determine the Outcome of Corporate Elections, Which
May Result in the Entrenchment of Management.

Carl Horowitz and Irene Horowitz, President and Senior Vice President and members of the
Board of Directors, beneficially own 44.5% of the outstanding shares of Common Stock. By
virtue of such ownership and their positions with the Company, Carl Horowitz and Irene
Horowitz may have the practical ability to determine the election of all directors and control the
outcome of substantially all matters submitted to the Company's stockholders. Such
concentration of ownership could have the effect of making it more difficult for a third party to
acquire, or discourage a third party from seeking to acquire, control of the Company, and may
result in the entrenchment of management.

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There Is Significant Competition in Our Businesses.

In our contract research and development business the Company competes with the in-house
research and development staffs of potential customers, and scientists at educational institutions
and foundations who will serve private customers.  Generally, the Company has not entered into

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research contracts with companies that have in-house research staffs.  We are unaware of any
private company that competes with us in the sale of research in the field of chemical grafting.
Our strategy is to promote the advantages of our chemical grafting processes which allow bonding
to occur in many substrates without the application of heat.

Technological Changes May Render Our Technology Obsolete or Decrease the Attractiveness of
Our Services to Customers.

Our ability to compete, and our future results, may depend in part on our ability to market and
continue to develop cost effectively our technology and to introduce enhancements and additions
to our technology to meet customer demands and advancements in technology. To date, we are
not aware of any developments that have rendered our technology obsolete.  There can be no
assurance that we will successfully market and develop our technology, that technologies or
services developed by others will not render our services obsolete or noncompetitive, or that our
technology will continue to achieve acceptance in the marketplace. We believe the principal
technological advantage of our techniques is the ability to coat products without heat.

Our Patents May Not Be Enforceable or Provide Any Competitive Advantage.

The Company currently owns 4 patents which cover our basic grafting process, which expire
between 2004 and 2019.  We currently have no pending applications for additional patents.  In
addition, over the years, we have assigned twenty patents to our customers pursuant to research
contracts with those customers.  Generally, our contracts provide that any patents arising from
the work for a customer will be assigned to the customer.  Once assigned, we do not have any
contractual obligation to protect the patent rights or defend the assigned patent, although we
cannot ourselves exploit the invention covered by the patent because we grant our customers
exclusivity in their particular application.  We can give no assurance that any of the patents
which we possess or might possess in the future will be enforceable or, if enforceable, will
provide us with an advantage over our competitors or that such patents will not be rendered
obsolete by technological change.

The Absence of Dividends Means Stockholder Returns Are Dependent on the Price Appreciation
of Our Stock.

The Company has never paid cash dividends on its capital stock and does not anticipate paying
cash dividends in the foreseeable future, but intends instead to retain future earnings, if any, for
reinvestment in its business. Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon the Company's financial
condition, results of operations, capital requirements, and such other factors as the Board of
Directors deem relevant.  As a result, investors will only achieve a return of their investment if
the price of our stock increases.  The Company’s loan documents do not permit the payment of
cash dividends.

Sporadic Trading in the Market for Our Securities and Wide Fluctuations in Market Price May
Make it Difficult to Sell a Significant Number of Shares Without Adversely Affecting the Price
of Our Stock.

Our Common Stock is currently quoted on the over-the-counter Electronic Bulletin Board. There
is only sporadic trading in our Common Stock. Consequently, holders of our Common Stock
may have difficulty selling shares of our Common Stock owned by them, and there may be wide
fluctuations in our stock price.  During the past 2½ years, our stock has trades as high as $5.91
per share and as low as $.50 per share.

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Our Common Stock Is Subject to Penny Stock Rules

Our common shares are subject to rules promulgated by the Securities and Exchange
Commission relating to “penny stocks,” which apply to companies whose shares are not traded
on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or
who do not meet certain other financial requirements specified by the SEC.  These rules require
brokers who sell “penny stocks” to persons other than established customers and “accredited
investors” to complete certain documentation, make suitability inquiries of investors, and
provide investors with certain information concerning the risks of trading in such penny stocks.  
These rules may discourage or restrict the ability of brokers to sell our common shares and may
affect the secondary market for our common shares. These rules could also hamper our ability to
raise funds in the future.

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended.

Forward-looking statements involve known and unknown risks, uncertainties and other factors
which could cause the actual results, performance (financial or operating) or achievements
expressed or implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based upon the Company's best estimates of future
results, performance or achievement, based upon current conditions, and based upon the most
recent results of operations. There can be no assurance that actual results will not differ
materially from those expressed or implied in the forward-looking statements.

Forward-looking statements may be identified by the use of forward-looking terminology such
as "may," "will," "expect," believe," "estimate," anticipate," "continue" or similar terms,
variation of those terms or the negative of those terms. Potential risks and uncertainties include,
among other things, such factors as the ability to attract and retain qualified personnel, demand
for our research which during economic slowdowns is usually weaker, the effect on our financial
condition of delays in payments received from third parties, economic conditions, and other
factors which may be set forth in our other filings with the Securities and Exchange
Commission.

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AVAILABLE INFORMATION ON THE COMPANY

We filed a registration statement on Form S-2 to register with the Securities and Exchange
Commission ("SEC") the shares of our common stock offered hereby.  This prospectus is a part
of that registration statement. As allowed by SEC rules, this prospectus does not contain all of
the information you can find in the registration statement or the exhibits to the registration
statement.

We file annual, quarterly and current reports and other information with the SEC. You may read
and copy any document we file with the SEC at its public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also available to you free
of charge at the SEC's web site at http://www.sec.gov.

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The SEC allows us to "incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered to be part of
this prospectus.

We incorporate by reference the documents listed below:

1.

Annual Report on Form 10-KSB for the year ended December 31, 2002;

2.

Amendment No. 1 to Annual Report on Form 10-KSB for the year ended December 31,

2002;

3.

Quarterly Reports on Form 10-QSB for the three months ended March 31, 2003 and June

30, 2003; and

4.

Amendment No. 2 to Annual Report on Form 10-KSB for the year ended December 31,

2002.

Copies of the Form 10-KSB, Amendment No.1 to the Form 10-KSB and the Quarterly Report on
Form 10-QSB for the three months ended June 30, 2003 are being delivered with this prospectus.

OUR COMPANY

PRCA is principally engaged in research and development in polymer chemistry, on a contract
basis, particularly in the application of chemical "grafting", i.e., techniques for modification of
organic and inorganic substances. PRCA also manufactures and sells the chemical formulations
arising from research activities, and textile printing inks.

Our principal place of business is located at 2186 Mill Avenue, Brooklyn, NY 11234.  Our
phone number at that address is (718) 444-4300.

USE OF PROCEEDS

Assuming all of the options are exercised, PRCA may receive approximately $332,500 which it
will use for working capital purposes. The Company will receive no portion of the proceeds of
any sales of the shares by the Selling Shareholders.
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SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

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The Company may issue 500,000 shares to the Selling Shareholders upon exercise of the
options. Such options are exercisable until November 14, 2003. The Company may receive net
proceeds of up to $332,500 from the sale of such shares to the Selling Shareholders, and will
use such proceeds for working capital.

The Company will pay a finders fee to Aegis Capital, Inc. of 5% of the exercise price of
each share acquired upon exercise of the options.  There is no other material relationship
between Aegis Capital, Inc. and PRCA.

The following table sets forth the name of the Selling Shareholders, the amount of PRCA's
Common Stock and the percentage of outstanding shares beneficially owned by each such
Selling Shareholder as of August 25, 2003 including the shares of Common Stock which the
Selling Shareholder may acquire upon exercise of the options, the number of shares to be offered
by each Selling Shareholder and the number of shares of outstanding Common Stock owned by
such Selling Shareholder assuming the sale of all Shares offered hereby:

Name	No. of Shares Owned Beneficially Prior to Offering	Percentage of Ownership of Outstanding Shares Prior to Offering	No. of Shares Offered Hereby	Amount to be Owned After Offering
Sam Bergman 1035 East 26th Street Brooklyn, NY 11210	25,000	1.1%	25,000	0
Eva Carpenter 2810 Meadowoods Drive East Meadow, NY 11554	50,000	2.3%	50,000	0
Harry Rasp 2108 Quentin Road Brooklyn, N.Y. 11229	200,000	8.6%	200,000	0
Richard Stapen 56 Orchard Drive Woodbury, N.Y	240,400	10.2%	225,000	15,400

None of the Selling Stockholders has had any position, office or other material relationship with
PRCA within the last three years.

The Shares may be sold from time to time by the Selling Shareholders, or by transferees or other
successors in interest. Such sales may be made on the over-the-counter Electronic Bulletin
Board, or otherwise, at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. Brokers or dealers engaged by Selling Shareholders
will receive commissions or discounts in amounts to be negotiated immediately prior to the sale.
Each such Selling Shareholders may be deemed to be an "underwriter" within the meaning of the

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Securities Act of 1933, as amended (the "Act") in connection with such sales.  PRCA will pay all
the other expenses of the offer of the Shares of Common Stock of the Selling Stockholders as
discussed in this prospectus.

DESCRIPTION OF CAPITAL STOCK

Common Stock

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The authorized capital stock of PRCA includes 4,000,000 shares of Common Stock, par value
$.01 per share. Holders of Common Stock have no preemptive rights. As of July 31, 2003, there
were 2,128,644 shares of Common Stock outstanding. The outstanding shares of Common Stock
are fully paid and non-assessable. Holders of Common Stock are entitled to dividends when, as
and if declared by the Board of Directors of PRCA out of any funds legally available to PRCA
for that purpose.  Holders of Common Stock are entitled to one vote per share held of record
with respect to all matters submitted to a vote of the stockholders. There is no cumulative voting
for the election of directors, who are elected annually to one-year terms. Directors are elected by
a plurality; all other matters require the affirmative vote of a majority of the votes cast at the
meeting.  Pursuant to Article 2A of PRCA’s Bylaws, any nominations for directors must be
made in writing and received by the Secretary of PRCA at least 21 days prior to a shareholders
meeting to elect directors. Except for such advance notice bylaw, and our Shareholders Rights
Plan described below, we have no provisions in our charter or bylaws that would delay, defer or
prevent a change in control.

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MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's Common Stock has been quoted on the over-the-counter electronic bulletin
board since February 25, 2003. Prior to that time it traded on the NASDAQ Small Cap Market.
The following table sets forth the high and low bid prices for the periods indicated where the
Common Stock is traded under the symbol PROA. The indicated prices are interdealer prices
without retail markups, markdowns or commissions and do not necessarily represent actual sales.
The limited amount of sales within these ranges should not be interpreted to indicate that an
established trading market exists for the shares of Common Stock, nor do these prices
necessarily accurately reflect the true value of such shares.

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	Bid Prices
Quarter 2003	LOW	HIGH
July-August April-June January-March	$0.58 0.53  0.50	$0.87 1.25 1.00
Quarter 2002
October-December July-September April-June January-March	1.10 1.70 0.56 0.50	5.91 3.90 1.80 1.00
Quarter 2001
October-December July-September April-June January-March	0.77 0.85 0.94 1.00	1.02 1.01 1.20 2.22

Dividend Policy

The Company has paid no cash dividends to its stockholders since its incorporation and has no
present intention to do so. The payment of dividends in the future will be determined by the
Board of Directors based on the Company's earnings, financial condition, capital requirements
and other factors at the time. PRCA’s loan documents do not permit the payment of cash
dividends.

Shareholders Rights Plan

On July 20, 1995 the Company adopted a Shareholders Rights Plan. The Rights Plan provides
for the issuance of one stock right, entitling the holder to buy one share of Common Stock at a
price of $25 (subject to adjustment), for each outstanding share of the Company's Common
Stock. The rights will become exercisable only if an "acquiring party" (as defined) acquires or
announces a tender offer to acquire 15% or more of the Company's Common Stock. The rights
expire July 31, 2005 (See Note 9 of Notes to Financial Statements contained in the Annual
Report on Form 10-KSB, as amended, delivered with this Prospectus and incorporated
herein by reference).

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Outstanding Shares and Holders

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As of July 31, 2003 there were 2,128,644 shares outstanding, which were held by approximately
811 shareholders, 261 shareholders of record and approximately 550 additional beneficial
owners.

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Sales of Unregistered Securities

On July 18, 2002, the Company sold 150,000 Units, each consisting of one share of Common
Stock and a Warrant to purchase one share of Common Stock at an exercise price of $1.50 per
share, to Eli Weinstein for a purchase price of $225,000 at the time of sale. The shares of
Common Stock and the shares of Common Stock underlying the Warrants had not been
registered under the Securities Act of 1933 and sales of the shares were subject to restrictions
and limitations. The Warrants expired unexercised. The issuance of the shares was exempt from
registration pursuant to Section 4(2) of the Securities Act as a transaction not involving any
public offering. The sale of the 150,000 shares acquired in connection with the purchase of the
Units was subsequently registered under the Securities Act of 1933.

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On December 27, 2000, the Company issued as a bonus to the chief executive officer and senior
vice president-sales, 50,000 restricted shares each of the Company's Common Stock.  PRCA
valued the shares at $1.0635 per share.  The shares have not been registered under the Securities
Act of 1933 and sales of the shares are subject to restrictions and limitations. The issuance of the
shares was exempt from registration pursuant to Section 4(2) of the Securities Act as a
transaction not involving any public offering.

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LEGAL MATTERS

The validity of the authorization and issuance of the securities offered hereby are being passed
upon for the Company by Shapiro Mitchell Forman Allen & Miller LLP, 380 Madison Avenue,
New York, New York 10017.

EXPERTS

The financial statements of the Company for December 31, 2002 and December 31, 2001 and the
periods then ended appearing in the Annual Report on Form 10-K SB for the year ended
December 31, 2002, delivered herewith have been audited by Goldstein & Ganz, CPA's, P.C.,
independent accountants as set forth in their report with respect thereto appearing elsewhere
herein, and are included in reliance on the report of Goldstein & Ganz, CPA's, P.C., independent
accountants, given on the authority of said firm as experts in auditing and accounting.

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CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 26, 2001, the Company engaged Goldstein & Ganz, P.C. ("GG") as the Company's
independent accountants to audit its December 31, 2000 financial statements, replacing
Castellano Korenberg & Co. (the "Former Accountants") as the Company's independent auditors.
The Former Accountants were dismissed by the Company as of February 26, 2001. The change
was approved by the Company's board of directors.

The Former Accountants' report on the Company's financial statements for 1999 and 1998 did
not contain any adverse opinion or disclaimer of opinion and was not qualified as to uncertainty,
audit scope or accounting principles.

During the Company's fiscal years ending December 31, 1999 and 1998 and any subsequent
interim period through the date of termination: (x) there were no disagreements between the
Company and the Former Accountants on any matter of accounting principles or practices,
financial statements disclosures or auditing scope or procedures, (y) there were no "Reportable
Events" within the meaning of Item 304(a)(1)(iv) of Regulation S-K, and (z) GG was not
consulted on any matter specified in Item 304 (a)(2) of Regulation S-K.

INDEMNIFICATION OF DIRECTORS AND OFFICERS --
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION

Under provisions of PRCA's By-laws, any person made a party to any lawsuit by reason of being
a director or officer of PRCA, or any parent or subsidiary thereof, shall be indemnified by PRCA
to the full extent authorized by the Business Corporation Law of the State of New York.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling PRCA pursuant to the foregoing
provisions, PRCA has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

-12-

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

<R>

SEC Registration Fee                                                               28.92

Legal fees and expenses                                                    10,000.00

Accounting fees and expenses                                             1,000.00
                                                                                    ==========

                                                             TOTAL               $11,028.92

</R>

The foregoing, except for the Securities and Exchange Commission registration fee are
estimates.

Item 15.  Indemnification of Directors and Officers

Section 722 of the Business Corporation Law of New York (the "BCL") empowers a corporation
to indemnify any person made, or threatened to be made, a party to an action or proceeding,
other than one by or in the right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other corporation , or any
partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or
officer of the corporation served in any capacity at the request of the corporation, by reason of
the fact that he was a director or officer of the corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees actually and necessarily incurred as a result of such action or proceeding, or any
appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or any partnership, joint
venture, trust, employee benefit or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.

The termination of any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a
presumption that any such director or officer did not act, in good faith, for a purpose which he
reasonably believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit or other enterprise, not opposed to, the best
interests of the corporation or that he had reasonable cause to believe that his conduct was
unlawful.

Section 722(c) of the BCL states that a corporation may indemnify any person made, or
threatened to be made, a party to an action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a director or officer of any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually
and necessarily incurred by him in connection with the defense or settlement of such action, or in
connection with an appeal therein if such officer or director acted, in good faith, for a purpose
which he reasonably believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit or other enterprise, not opposed to, the best

II-1

interests of the corporation, except that no indemnification under this provision shall be made in
respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of,
or (2) any claim issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the court on which the action was brought, or,
if no action was brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 721 of the BCL states that the indemnification and advancement of expenses granted
pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to
which a director or officer seeking indemnification or advancement of expenses may be entitled,
whether contained in the certificate of incorporation or the by-laws or, when authorized by such
certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled.

PRCA By-laws, as amended, provide:

To the extent permitted and in the manner provided by law, the
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably  incurred by
him in connection with such action, suit or  proceeding. The
foregoing right of indemnification shall not be deemed exclusive
of any other rights to which any person seeking indemnification
may be entitled under any agreement, vote of stock-holders or
disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a
person.

II-2

Item 16.  Exhibits.

<R>

Exhibit No.	Description
4	Form of Option. (previously filed)
5	Opinion of Shapiro Mitchell Forman Allen & Miller LLP (filed herewith)
13.1	Annual Report on Form 10-KSB of PRCA for the year ended December 31, 2002.  (previously filed)
13.2	Amendment No. 1 to Annual Report on Form 10-KSB of PRCA for the year ended December 31, 2002.  (previously filed)
13.3	Quarterly Report on Form 10-QSB of PRCA for the three months ended June 30, 2003.  (filed herewith)
23.1	Consent of Goldstein & Ganz, CPA's, P.C. (filed herewith)
23.2	Consent of Shapiro Mitchell Forman Allen & Miller LLP.*
99.1	Agreement dated August 25, 2003 between PRCA and Aegis Capital, Inc. (filed herewith).
____________________ * Contained in Exhibit 5
</R>

II-3

Item 17.       Undertakings.

A.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement; (iii) to
include any additional or changed material information on the plan of distribution.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.

B.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

C.

The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424 (b) (1) or (4) or 497 (h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

<R>

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has
duly caused this amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Brooklyn, New York on August 27, 2003.

</R>

POLYMER RESEARCH CORP. OF AMERICA

By: /s/ Carl Horowitz

Carl Horowitz

Chief Executive Officer

II-5

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.

<R>

Signature	Title	Date
/S/ Carl Horowitz Carl Horowitz	President, Chief Executive Officer,                                  Chief Financial and Accounting Officer and Director	August 27, 2003
/S/ Irene Horowitz     Irene Horowitz	Senior Vice President,   and Director	August 27, 2003
/S/ John Ryan     John Ryan	Executive Vice President and Director	August 27, 2003
/S/ Alice J. Barton    Alice J. Barton	Vice President of West Coast and Director	August 27, 2003
/S/ Jascha Gurevitz                            Jascha Gurevitz	Director	August 27, 2003
/S/ Boris Jody                                   Boris Jody	Director	August      , 2003
/S/ Mohan Sanduja, PhD Mohan Sanduja, PhD	Vice President and Director	August 27, 2003
/S/ Terry J. Wolfgang Terry J. Wolfgang	Director	August 27, 2003
</R>

II-6

EXHIBIT INDEX

<R>

Exhibit No.	Description
4	Form of Option. (previously filed)
5	Opinion of Shapiro Mitchell Forman Allen & Miller LLP (filed herewith)
13.1	Annual Report on Form 10-KSB of PRCA for the year ended December 31, 2002.  (previously filed)
13.2	Amendment No. 1 to Annual Report on Form 10-KSB of PRCA for the year ended December 31, 2002.  (previously filed)
13.3	Quarterly Report on Form 10-QSB of PRCA for the three months ended June 30, 2003.  (filed herewith)
23.1	Consent of Goldstein & Ganz, CPA's, P.C. (filed herewith)
23.2	Consent of Shapiro Mitchell Forman Allen & Miller LLP.*
99.1	Agreement dated August 25, 2003 between PRCA and Aegis Capital, Inc. (filed herewith).
____________________ * Contained in Exhibit 5
</R>

II-7

EX-5

EXHIBIT 5

August 25, 2003                                                                  

Polymer Research Corp. of America
2186 Mill Avenue
Brooklyn, N.Y. 11234

Ladies and Gentlemen:

               We have acted as legal counsel for Polymer Research Corp. of America (the “Company”) in connection with the preparation and filing of the Registration Statement of the Company on Form S-2 for the registration under the Securities Act of 1933 of 500,000 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”). As such counsel, we are familiar with the Certificate of Incorporation, as amended, and the bylaws, as amended, of the Company.

               Based upon the foregoing, we are of the opinion that:

               (1) the 500,000 shares of Common Stock to be registered pursuant to the Registration Statement have been duly authorized; and

               (2) the 500,000 shares of the Common Stock to be issued upon exercise of the options will, upon issuance, be legally issued, fully paid and non-assessable.

               We are aware that we referred to under the heading “Legal Matters” in the Prospectus forming part of the Registration Statement, and we hereby consent to such use of our name in the Registration Statement and such Prospectus, and to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

SHAPIRO MITCHELL FORMAN ALLEN & MILLER LLP

By:  /s/ Robert W. Forman
             Robert W. Forman

RWF/as

EX-13.3

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended: June 30, 2003

Commission File No.  0-14119-NY

POLYMER RESEARCH CORP. OF AMERICA

(Exact name of registrant as specified in its charter)

New York	11-2023495
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2186 Mill Avenue, Brooklyn, New York 11234

                                    (Address of principal executive offices)                     (Zip Code)                    

(718) 444-4300

(Registrant's telephone number, including area code)

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 of 1934 during the preceding 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the exchange Act).

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at July 31, 2003
Common Stock	2,128,644

POLYMER RESEARCH CORP. OF AMERICA

FORM 10QSB

June 30, 2003

		PAGE NO.
PART I.	FINANCIAL
	Item 1. Financial Statements
	Balance Sheets at June 30, 2003 (unaudited) and December 31, 2002	1
	Statements of Operations for the Three Month Periods Ended June 30, 2003 and 2002 (unaudited)	2
	Statements of Operations for the Six Month Periods Ended June 30, 2003 and 2002 (unaudited)	3
	Statements of Cash Flows for the Six Month Periods Ended June 30, 2003 and 2002 (unaudited)	4
	Notes to Financial Statements	5-9
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9-12
	Item 3. Controls and Procedures	12
PART II.	OTHER INFORMATION	13
	Item 1. Legal Proceedings	13
	Item 2. Changes in Securities	13
	Item 3. Defaults Upon Senior Securities	13
	Item 4. Submission of Matters to Vote to Security Holders	13
	Item 5. Other Information	13
	Item 6. Exhibits and Reports on Form 8-K	13
Signatures		15

PART I - Financial Information

Item 1- Financial Statements

POLYMER RESEARCH CORP. OF AMERICA

BALANCE SHEETS

- ASSETS -

		June 30,			December 31,
		2003			2002
		(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents		$	76,193		$	204,508
Accounts receivable, less allowances of $0			483,776			279,624
Inventories			117,353			126,317
Prepaid and refundable income taxes			301,487			301,437
Mortgage escrow			89,718			120,574
Prepaid expenses and other current assets			67,167			55,586
TOTAL CURRENT ASSETS			1,135,694			1,088,046
Land, Property, and Equipment-net
of accumulated depreciation of $1, 302,115 and $1,280,655 respectively			2,462,761			2,509,181
OTHER ASSETS:
Capitalized mortgage costs, net of amortization			102,692			108,692
Security deposits			875			875
TOTAL OTHER ASSETS			103,567			109,567
TOTAL		$	3,702,022		$	3,706,794
	- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Notes payable, current maturities		$	128,523		$	142,975
Accounts payable and accrued expenses			399,930			523,765
Deferred revenue			70,000			155,500
TOTAL CURRENT LIABILITIES			598,453			822,240
LONG-TERM LIABILITIES:
Due to shareholder			237,162			201,808
Notes Payable, long term			1,940,925			1,494,591
TOTAL LIABILITIES			2,776,540			2,518,639
STOCKHOLDERS’ EQUITY:
Common stock - par value $.01 per share, authorized 4,000,000 shares, issued 2,150,784 shares         and 2,075,784 shares respectively			21,507			20,757
Capital in excess of par value			3,810,073			3,728,478
Accumulated deficit			(2,888,337	)		(2,543,319	)
Less:Treasury stock, at cost, 22,140 shares			(17,761	)		(17,761	)
TOTAL STOCKHOLDERS’ EQUITY			925,482			1,188,155
TOTAL		$	3,702,022		$	3,706,794

See accompanying notes to financial statements.

-1-

POLYMER RESEARCH CORP. OF AMERICA
 STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED

JUNE 30, 2003 AND 2002

 (Unaudited)

	2003			2002
Net Revenue
Research	$	756,898		$	500,750
Production		66,959			114,026
Total		823,857			614,776
Cost of Revenues
Research		245,053			250,724
Production		88,999			129,336
Total		334,052			380,060
Gross Profit		489,805			234,716
Selling, General and Administrative Expenses		506,044			589,710
Settlement Expenses		55,815			228,500
Income (Loss) from operations		(72,054	)		(583,494	)
Other Revenue (Expenses):
Interest income		2			1,703
Interest expense		(61,054	)		(10,404	)
Total other Revenues (Expenses)		(61,052	)		(8,701	)
Income (loss) before provision (benefit) for income taxes		(133,106	)		(592,195	)
Provision (benefit) for income taxes		—0	—		8,300
Net Income (Loss)	$	(133,106	)	$	(583,895	)
Basic and diluted per share data:
Earnings (loss) per share	$	(.06	)	$	(.30	)
Weighted average number of shares outstanding		2,150,784			1,925,784

See accompanying notes to financial statements.

-2-

POLYMER RESEARCH CORP. OF AMERICA
STATEMENTS OF OPERATIONS

FOR THE SIX MONTH PERIODS ENDED

JUNE 30, 2003 AND 2002

 (Unaudited)

	2003			2002
Net Revenue
Research	$	1,329,500		$	1,423,690
Production		184,769			208,572
Total		1,514,269			1,632,262
Cost of Revenues
Research		475,211			420,820
Production		194,595			201,533
Total		669,806			622,353
Gross Profit		844,463			1,009,909
Selling, General and Administrative Expenses		1,011,401			1,348,964
Settlement Expenses		82,754			228,500
Income (Loss) from operations		(249,692	)		(567,555	)
Other Revenue (Expenses):
Interest income		122			3,851
Interest expense		(95,448	)		(17,497	)
Total other Revenues (Expenses)		(95,326	)		(13,646	)
Income (loss) before provision (benefit) for income taxes		(345,018	)		(581,201	)
Provision (benefit) for income taxes		—0	—		—0	—
Net Income (Loss)	$	(345,018	)	$	(581,201	)
Basic and diluted per share data:
Earnings (loss) per share	$	(.16	)	$	(.30	)
Weighted average number of shares outstanding		2,113,491			1,925,784

See accompanying notes to financial statements.

-3-

POLYMER RESEARCH CORP. OF AMERICA
STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED

JUNE 30, 2003 AND 2002

 (Unaudited)

	2003			2002
Cash Flows from Operating Activities:
Net income (loss)	$	(345,018	)	$	(581,201	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		52,420			41,556
Changes in operating assets and liabilities:
Accounts receivable		(204,152	)		(122,550	)
Inventories		8,964			16,280
Prepaid expenses and other current assets		(11,581	)		(31,185	)
Prepaid and refundable income taxes		(50	)		47,412
Accounts payable, Accrued expenses and other		(41,490	)		116,411
Deferred revenue		(85,500	)		(114,269	)
Net cash provided by operating activities		(626,407	)		(627,546	)

Cash flows from financing activities:
Capitalized financing costs		—			(112,806	)
Mortgage escrow		30,856			(93, 000	)
Proceeds of mortgage payable		—			1,400,000
Proceeds of notes payable		491,500			—
Due to Shareholder		35,354			—
Payments of long term debt		(59,618	)		(491,668	)
Net cash used for financing activities		498,092			702,526
Net increase (decrease) in cash and cash equivalents		(128,315	)		74,980
Cash and cash equivalents, beginning of period		204,508			861,952
Cash and cash equivalents, end of period	$	76,193		$	936,932
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	95,448		$	17,497

See accompanying notes to financial statements.

-4-

POLYMER RESEARCH CORP. OF AMERICA
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The Interim financial statements included herein have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to SEC rules and regulations; nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. The financial statements and notes should be read in conjunction with the audited financial statements and notes thereto as of December 31, 2002 included in the Company’s Form 10-KSB filed with SEC.

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Business Activity

Polymer Research Corp. of America ("the Company") is predominately engaged in the research and development of the applications of chemical grafting for both domestic and international companies. The Company also produces and sells chemical formulations arising from research activities and textile printing inks. Revenue from research and production is derived from various customers throughout the United States and worldwide. .

Concentration of Credit Risk

The Company maintains its cash in several bank accounts at high credit quality financial institutions. The balances, at times, may exceed federally insured limits. At June 30, 2003, the Company did not exceed FDIC insured limits.

The Financial instrument, which potentially subjects the Company to significant concentrations of credit risk, is principally trade accounts receivable.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenues are earned and recognized based upon the shipment of product or based upon the attainment of specific milestones or benchmarks specified in research agreements. Amounts received in advance for development agreements are recorded as deferred revenue and are recognized upon achievement of milestones.

The Company follows the guidance in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101, “Revenue Recognition” (“SAB 101”). SAB 101 states that revenue should be recognized when all four of the following conditions exist: persuasive evidence of an arrangement exists; services have been rendered or delivery has occurred; the price is fixed or determinable; and collectibility is reasonably assured.

Revenue in the Statement of Operations is reflected net of discounts and allowances, which are not considered significant to the Companies operations. Although most research and development contracts provide for payments as milestones are achieved, the Company does negotiate discounts from time to time typically ranging from 15% to 20% for payment in full at the commencement of the contract.

-5-

POLYMER RESEARCH CORP. OF AMERICA
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued):

No discounts or allowances are offered for products produced by the Company. Further, the Company does not usually experience any returns and, therefore, records returns as they occur.

Deferred Revenue

The Company records as deferred revenue payments received for research contracts prior to the culmination of the revenue process.

Inventories

Inventories, which consists of raw materials and finished goods are valued at the lower of cost or market, with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or net realizable value.

Property and Equipment

Property and equipment is stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

The Company capitalizes leased equipment where the terms of the lease result in the transfer to the Company of substantially all of the benefits and risks of ownership of the equipment.

Depreciation and amortization of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows:

Land improvements	20 years
Transportation equipment	3 to 5 years
Machinery & Equipment	5 years
Furniture & Fixtures	5 to 10 years
Building and improvements	40 years
Office equipment under Capital leases	5 years
Capitalized Mortgage Costs

Costs incurred in obtaining the mortgage used to finance the purchase the building were capitalized and amortized over the term of the related obligation utilizing the straight-line method.

Income Taxes

The Company accounts for its income taxes utilizing statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes” which requires that the Company follow the liability method of accounting for income taxes.

The liability method provides that deferred tax assets and liabilities are recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as “temporary differences.”

-6-

 POLYMER RESEARCH CORP. OF AMERICA
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued):

Profit Sharing Plan

The Company maintains a qualified noncontributory profit sharing plan. The plan provides all eligible employees with a source of retirement income, as well as assistance in other circumstances such as death or disability. Eligible employees must meet two requirements to become participants; attainment of age 21 and completion of one year of service with the Company. Employer contributions are determined by an annual resolution of the Board of Directors. A percentage of the benefits vest after three years of qualifying service.

Net Earnings per share

The financial statements are presented in accordance with Statement of Financial Accounting Standards No. 128 “Earnings Per Share”. Basic earnings per share are computed based upon the weighted average number of common shares outstanding during each year. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and warrants. In accordance with SFAS 128, diluted earnings per share is not presented in years during which the are no outstanding options or warrants or during periods during which there is a pretax operating loss.

Reclassifications

Certain accounts relating to the prior years have been reclassified to conform to the current year's presentation. These reclassifications have no effect on previously reported income.

Segment Information

The Company operates in two segments. The Company is primarily in the business of performing research and development on a contract basis. Additionally, the Company also manufactures and sells chemical formulations arising from its research activities as well as inks used by textile businesses for the printing of textiles.

Research and Development

Many of the Company’s activities are directed towards the performance of research on behalf of its clients. All costs relating to the performance of client projects are expensed as incurred. There are no expenditures for research and development on the Company’s own behalf.

Contingencies

Statement of Financial Account Standards (“SFAS”) No. 5 “Accounting for Contingencies” defines a contingency as “ an existing condition, situation or set of circumstances involving uncertainty as to possible gain or loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.” At December 31, 2002, the Company is a defendant in various lawsuits, which arouse in the ordinary course of business (see Note 4 –Contingencies). The Company recorded a provision which is deemed adequate for legal expenses and potential unfavorable rulings in certain of these cases.

-7-

POLYMER RESEARCH CORP. OF AMERICA
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(Unaudited)

NOTE 3 – Provision for Income Taxes

The provision for income taxes for the first six months ended June 30, 2003 and 2002 is as follows:

	2003	2002
Federal	$-0-	$-0-
State and local	- 0-	-0-
Total	$-0-	$-0-
NOTE 4 – Contingencies

At June 30, 2003 the Company was a defendant in various lawsuits which arose in the ordinary course of business. The Company has included a reserve in current liabilities in an amount that management believes is reasonable for legal expenses and potential unfavorable rulings or settlements of these cases. It is management’s opinion that the ultimate liability, if any, which might result from the remainder of such actions would not have a material effect on the Company’s financial condition. As of June 30, 2003 and 2002, the Company had settled certain of these cases and recorded in the statement of operations settlement expenses of $82,754 and $228,500, respectively.

NOTE 5 – Long Term Debt

Long term debt consists of: 1) A mortgage payable through July 2017 in equal monthly installments of $15,044 with interest at 10% per annum through July 2004, thereafter interest at varying rates adjusted every six months with no increase or decrease by more than 2% on any single change date. 2) A settled legal action for thirty-six equal monthly payments of $8,333, which began in February 2003. The present value of this obligation was recorded on the balance sheet based upon an imputed interest rate of 10%. At December 31, 2002, the balance due under the terms of the settlement was $258,260 and at June 30, 2003 the balance due under the terms of the settlement was $220,392. 3) A $491,500 note payable through February 2033. Interest will accrue at the rate of 4% per annum through February 2005. Installment payments in equal monthly installments of $2,434 including interest commence in March 2005 and continue through February 2033 at which time all remaining principal and unpaid interest is due.

NOTE 6 – Foreign Sales

As of June 30, 2003 and 2002, Research and Production revenue attributable to foreign customers was approximately $263,335 and $113,722 representing 16% and 7% of total revenue, respectively, while revenue derived from customers in the United States amounted to approximately $1,388,434 and $1,518,540 representing84% and 93% of total revenue, respectively. No individual customers or foreign countries represented 10% or more of total revenues.

NOTE 7– Shareholders' Equity

During the six months ended June 30, 2003, the Company issued 75,000 shares of its common stock valued at $82,345 as payment to clients in settlement of various disputes over research contracts.  The Company had previously recorded reserves for these disputes and, therefore, reduced these reserves upon the settlement of these matters.

-8-

POLYMER RESEARCH CORPORATION OF AMERICA
OTHER INFORMATION
JUNE 30, 2003 AND 2002
(Unaudited)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company’s financial statements and the accompanying notes thereto included herein, and the financial statements included in its 2002 annual report on Form 10-KSB. This Quarterly Report on Form 10-QSB includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon the Company’s best estimates of future results, performance or achievement, based upon current conditions, and based upon the most recent results of operations. There can be no assurance that actual results will not differ materially from those expressed or implied in the forward-looking statements.

Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” believe,” “estimate,” anticipate,” “continue” or similar terms, variation of those terms or the negative of those terms. Potential risks and uncertainties include, among other things, such factors as the ability to attract and retain qualified personnel, the effect on our financial condition of delays in payments received from third parties, economic conditions, and other factors which may be set forth in our other filings with the Securities and Exchange Commission.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CAPITAL RESOURCES AND LIQUIDITY

Cash and cash equivalents have decreased collectively by $128,315 since December 31, 2002. The decrease resulted principally from operating losses and repayment of long-term debt. In addition the Company received loan proceeds of $491,500 in 2003.

The ratio of current assets to current liabilities increased to 1.90 to 1.0 at June 30, 2003 as compared to 1.32 to 1.0 at December 31, 2002 principally as a result of the proceeds of a long term loan payable (see below) which provided cash net of operating losses which used cash. In April of 2003 the company received a loan from a bank totaling $491,500 bearing interest at 4% per year. After a period of 25 months with no payment, monthly payments of principal and interest of $2,434 will commence in the 26th month and then be paid monthly for 30 years.

Based on the above, the Company’s cash position at June 30, 2003 may not be sufficient to meet its financial needs including repayment of the bank and to cover any continued sales downturns in the short term. Cash at June 30, 2003 is equal to approximately two weeks overhead expenses. Over both the long and short term, liquidity will be a direct result of sales and related net earnings as well as bank financing. No significant capital expenditures are anticipated.

RESULTS OF OPERATIONS

Three months ended June 30, 2003 v. 2002.

Net revenues for the second quarter of 2003 were $823,857 an increase of $209,081 (34%) compared with the second quarter of 2002. Research sales increased $256,148 (51%) in the second quarter of 2003 compared to 2002 due to a stronger economy resulting in increased demand. Product sales deceased $47,067 (41%) compared to the second quarter of 2002 due to decreased demand from research customers.

-9-

 POLYMER RESEARCH CORPORATION OF AMERICA
OTHER INFORMATION
JUNE 30, 2003 AND 2002
(Unaudited)

The cost of revenues in research deceased to 32% from 50% in the second quarter of 2003 compared to 2002 as a result of increased sales with similar payroll levels. The cost of revenues in production increased to 132% from 113% in the second quarter of 2003 compared to 2002 as a result of decreased sales with similar payroll expenses.

Selling, general, and administrative expenses decreased as a percentage of sales in the second quarter of 2003 as compared to the same quarter of 2002 from 96% to 61% as a result of significantly increased sales with slightly decreased overhead expenses and decreased legal expenses.  Loss from operations during the second quarter decreased from ($583,494) (95% of sales) in 2002 to a loss of ($72,054) (9% of sales) in 2003 principally as a result of increased sales.

Six months ended June 30, 2003 v. 2002.

Net revenues for the first six months of 2003 were $1,514,269 a decrease of $117,993 (7%) compared with the same period in 2002. Research sales increased $94,190 (7%) in the first six months of 2003 compared to 2002 due to a stronger economy resulting in increased demand. Product sales deceased $23,803 (11%) compared to 2002 due to decreased demand from research customers.

The cost of revenues in research increased slightly to 36% from 29% in the first six months of 2003 compared to 2002. The cost of revenues in production increased to 105% from 96% in the first quarter of 2003 compared to 2002 as a result of decreased sales with similar payroll expenses and raw material costs.

Selling, general, and administrative expenses decreased as a percentage of sales in the first six months of 2003 as compared to the same period of 2002 (from 83% to 67%) as a result of slightly increased sales with decreased legal expense and decreased payroll expenses. Loss from operations during the first six months of 2003 decreased from ($567,555) (35% of sales) in 2002 to a loss of ($249,692) (16% of sales) in 2003 as a result of increased sales and decreased legal settlement expenses.

The settlement reached in 2002 was structured in a manner so as not to adversely affect the Company's cash flow in any material fashion.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 2 to the financial statements in Item 1 of the Quarterly Report. Our financial statements are prepared in accordance with principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies and are explained below.

Concentration of Credit Risk

The Company maintains its cash in several bank accounts at high credit quality financial institutions. The balances, at times, may exceed federally insured limits. At June 30, 2003, the Company exceeded FDIC insured limits by

The Financial instrument, which potentially subjects the Company to significant concentrations of credit risk, is principally trade accounts receivable.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

-10-

 POLYMER RESEARCH CORPORATION OF AMERICA
OTHER INFORMATION
JUNE 30, 2003 AND 2002
(Unaudited)

Revenue Recognition

Revenues are earned and recognized based upon the shipment of product or based upon the attainment of specific milestones or benchmarks specified in license or development agreements. Amounts received in advance for development agreements are recorded as deferred revenue and are recognized upon achievement of milestones.

The Company follows the guidance in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101, “Revenue Recognition” (“SAB 101”). SAB 101 states that revenue should be recognized when all four of the following conditions exist: persuasive evidence of an arrangement exists; services have been rendered or delivery has occurred; the price is fixed or determinable; and collectibility is reasonably assured.

Revenue in the Statement of Operations is reflected net of discounts and allowances, which are not considered significant to the Companies operations. Although most research and development contracts provide for payments as milestones are achieved, the Company does negotiate discounts from time to time typically ranging from 15% to 20% for payment in full at the commencement of the contract.

No discounts or allowances are offered for products produced by the Company. Further, the Company does not usually experience any returns and, therefore, records returns as they occur.

Deferred Revenue

The Company records as deferred revenue payments received for research contracts prior to the culmination of the revenue process.

Inventories

Inventories, which consists of raw materials and finished goods are valued at the lower of cost or market, with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or net realizable value.

Property and Equipment

Property and equipment is stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

The Company capitalizes leased equipment where the terms of the lease result in the transfer to the Company of substantially all of the benefits and risks of ownership of the equipment.

Capitalized Mortgage Costs

Costs incurred in obtaining the mortgage used to finance the purchase the building were capitalized and amortized over the term of the related obligation utilizing the straight-line method.

Income Taxes

The Company accounts for its income taxes utilizing statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes” which requires that the Company follow the liability method of accounting for income taxes.

The liability method provides that deferred tax assets and liabilities are recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as “temporary differences.”

Profit Sharing Plan

The Company maintains a qualified noncontributory profit sharing plan. The plan provides all eligible employees with a source of retirement income, as well as assistance in other circumstances such as death or disability. Eligible employees must meet two requirements to become participants; attainment of age 21 and completion of one year of

-11-

 POLYMER RESEARCH CORPORATION OF AMERICA
OTHER INFORMATION
JUNE 30, 2003 AND 2002
(Unaudited)

service with the Company. Employer contributions are determined by an annual resolution of the Board of Directors. A percentage of the benefits vest after three years of qualifying service.

Net Earnings per share

The financial statements are presented in accordance with Statement of Financial Accounting Standards No. 128 “Earnings Per Share”. Basic earnings per share are computed based upon the weighted average number of common shares outstanding during each year. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and warrants. In accordance with SFAS 128, diluted earnings per share is not presented in years during which the are no outstanding options or warrants or during periods during which there is a pretax operating loss.

Reclassifications

Certain accounts relating to the prior years have been reclassified to conform to the current year's presentation. These reclassifications have no effect on previously reported income.

Segment Information

The Company operates in two segments. The Company is primarily in the business of performing research and development on a contract basis. Additionally, the Company also manufactures and sells chemical products arising from its research activities as well as inks used by textile businesses for the printing of textiles.

Research and Development

Many of the Company’s activities are directed towards the performance of research on behalf of its clients. The Company is continually improving its scientific methods and techniques. All costs relating to the performance of client projects are expensed as incurred. There are no expenditures for research and development on the Company’s own behalf.

Contingencies

Statement of Financial Account Standards (“SFAS”) No. 5 “Accounting for Contingencies” defines a contingency as “ an existing condition, situation or set of circumstances involving uncertainty as to possible gain of loss to an enterprise that will ultimately be resolved when one or more future events occur of fail to occur.” At December 31, 2002, the Company is a defendant in various lawsuits, which arouse in the ordinary course of business (see Note 4 –Contingencies in Notes to Financial Statements). The Company recorded a provision which is deemed adequate for legal expenses and potential unfavorable rulings in certain of these cases.

ITEM 3. CONTROLS AND PROCEDURES

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. During the second quarter of 2003, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

-12-

POLYMER RESEARCH CORPORATION OF AMERICA
OTHER INFORMATION
JUNE 30, 2003 AND 2002
(Unaudited)

PART II - OTHER INFORMATION

ITEM 1 - Legal proceedings:

The Company is a defendant in various lawsuits, which arose, in the ordinary course of business. As of June 30, 2003 the Company has recorded a reserve which it deems adequate for legal expenses and any potential unfavorable rulings in certain of these cases. It is management’s opinion that the outcome from such lawsuits will not have a material effect on the Company’s financial position.

ITEM 2 - Changes in Securities: None

ITEM 3 - Defaults Upon Senior Securities: None

ITEM 4- Submission of Matters to a Vote of Security Holders:The Company held its annual meeting on June 9, 2003. At such meeting the following persons were elected directors:

Director
	Votes for:	Withheld:
Carl Horowitz	1,903,696	0
Irene Horowitz	1,903,696	0
John Ryan	1,903,696	0
Alice Horowitz	1,903,696	0
Boris Jody	1,903,696	0
Mohan Sanduja	1,903,696	0
Terry J. Wolfgang	1,903,696	0
Jascha Gurewitz	1,903,696	0

ITEM 5- Other Information: None

ITEM 6- Exhibits and Reports on Form 8-K:

(a)1 Exhibits

Exhibit 31 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(b) Reports on Form 8-K

None

-13-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

POLYMER RESEARCH CORP. OF AMERICA

August 14, 2003	/s/  Carl Horowitz
	Carl Horowitz, President and Chief Financial Offiicer

EXHIBIT INDEX

Exhibit 31 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl Horowitz, certify that:

1.  I have reviewed this report on Form 10-QSB of Polymer Research Corp. of America;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.  The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) (Intentionally omitted)

c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.  The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which would are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls; over financial reporting.

Date:  August 14,   2003

 By:  /s/Carl Horowitz        

Carl Horowitz

Chief Executive Officer and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Polymer Research Corp. of America (the”Company”) on Form 10-QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (“Report”), I Carl Horowitz, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 14, 2003

by: /s/ Carl Horowitz

Chief Executive and Chief Financial Officer

  EX-23.1 6 x23-1.htm ACCOUNTANTS' CONSENT

Exhibit 23.1             

[LETTERHEAD OF GOLDSTEIN & GANZ, CPA's, P.C.]

Board of Directors
Polymer Research Corp. of America
2186 Mill Avenue
Brooklyn, New York 11234

We hereby consent to the incorporation by the Registration Statement on Form S-2 dated August 27, 2003, of Polymer Research Corp. of America of our report dated March 26, 2003, appearing in Polymer's Form 10-KSB filed with the Commission on April 15, 2003 and to the use of our name as it appears under the caption "Experts."

Goldstein & Ganz, CPA's, PC

Great Neck, NY
August 27, 2003

EX-23.1

Untitled Document

EX-99.1

Exhibit 99.1

August 25, 2003

Carl Horowitz, President and Chief Executive Officer

Polymer Research Corp. of America

2186 Mill Avenue

Brooklyn, New York 11234

Re:

Finders Fee

Dear Mr. Horowitz:

Aegis Capital, Inc. has introduced four investors (the “Investors”) to Polymer
Research Corp. of America (“PROA”) interested in purchasing up to an aggregate of 500,000
shares of common stock, par value $0.01 per share or PROA (the “Shares”), pursuant to options
in the form of Exhibit A to this letter agreement, at an exercise price of $0.70 per share,
exercisable for the period from the effective date of the registration statement on Form S-2 filed
with the Securities and Exchange Commission on or about June 16, 2003 until August 14, 2003.  
PROA shall have no obligation to cause the Registration Statement to become effective.  

PROA agrees to pay Aegis Capital, Inc. a finders fee of 5% of the exercise
price of each Share acquired upon exercise of the options by the Investors.  Aegis Capital, Inc.
represents and warrants that it is a registered broker dealer.  Aegis Capital, Inc. agrees that
it will not make any representation or warranty concerning the options or Shares except as
set forth in the preliminary and final prospectus contained in the Registration Statement on Form
S-2 filed with the Securities Exchange Commission.

Dr. Carl Horowitz, President and Chief Executive Officer

August 25, 2003

Page 2

If you agree with the foregoing, please sign in the space provided and return a
signed copy of this agreement to us.

Very truly yours,

AEGIS CAPITAL, INC.

By: /s/                                                             

Name:

Title:

AGREED:

POLYMER RESEARCH CORP. OF AMERICA

By: /s/ Carl Horowitz                                                                                     

Carl Horowitz, President and Chief Executive Officer

Dated: