FORM 12b-25x
                        NOTIFICATION OF LATE FILING

                               (Check One):

[x] Form 10-KSB   [ ] Form 20-F  [ ] Form 11-K [ ] Form 10-QSB  [ ] Form N-SAR

      For Period Ended: May 31, 1996

      [ ]   Transition Report on Form 10-K
      [ ]   Transition Report on Form 20-F
      [ ]   Transition Report on Form 11-K
      [ ]   Transition Report on Form 10-Q
      [ ]   Transition Report on Form N-SAR
            For the Transition Period Ended: . . . . . . . . . . . . . . . . 
_____________________________________________________________________________ 

      Read Attached Instruction Sheet Before Preparing Form.   Please Print or
Type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
_______________________________________________________________________________ 

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:  . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
______________________________________________________________________________

PART I - Registrant Information
______________________________________________________________________________

     Full Name of Registrant

     Former Name if Applicable

     Alpha Solarco Inc.                                                       

     Address of Principal Executive Office (Street and Number)

     510 East University Drive                                                

     City, State and Zip Code

     Phoenix, Arizona 85004                                                  

_______________________________________________________________________________

PART II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [paragraph 23,047],
the following should be completed.  (Check box if appropriate)

(a)   The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;

(b)   The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and [Amended in Release No. 34-26589 (paragraph 72,435), effective April
12, 1989, 54 F.R. 10306.]
     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

______________________________________________________________________________

PART III - Narrative
_______________________________________________________________________________

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed period. [Amended in Release No. 34-26589 (paragraph 72,435), 
effective April 12, 1989, 54 F.R. 10306.]

     Alpha Solarco Inc.'s 10-KSB will not be completed within the prescribed 
time period due to unforseen delays in the preparation of the Company's
financial statements. 

_______________________________________________________________________________

PART IV - Other Information
______________________________________________________________________________

(1)  Name and telephone number of person to contact in regard to this
notification:

Edward C. Schmidt                                 (602)         252-3055       
       (Name)                                 (Area Code)  (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                        [X] Yes   [ ] No

(3)  Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                        [ ] Yes   [X] No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                           Alpha Solarco Inc.               
               (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: 8/27/96                               By: /S/ Edward C. Schmidt         
                                                Edward C. Schmidt
                                                President

INSTRUCTION:  This form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the 
person signing the form shall be typed or printed beneath the signature.  If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.accountant's
statement or other exhibit