10QSB/A

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

                                  FORM 10-QSB/A

             [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
                                                    ---     ---




                                     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.

- ----------
* Previoulsy filed.

     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: November 15, 1996      By:   /s/ Stephen Nevitt
      -------------------        ---------------------------
                              Stephen Nevitt
                              President
                             (Principal Executive Officer)

Dated: November 15, 1996      By:   /s/ Jeffrey Rubin
      -------------------        ---------------------------
                              Jeffrey Rubin
                              Controller
                             (Chief Financial Officer)


                                                                               2

EX-27

 


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