SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

            Quarterly Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934

                 For Quarter Ended June 30, 1997

                    Central Index Key # 856572
                Commission File Number:  33-31566

            ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
               (formerly Aerial Acquisitions Inc.)
       Exact Name of Registrant as Specified in its Charter

           Delaware                              77-0219055    
State or Other Jurisdiction of               IRS Employer Iden-
Incorporation or Organization                tification Number

10096 Sixth Street, Units M-P
Rancho Cucamonga, California                       91730  
Address of Principal Executive Offices            Zip Code

                         (909) 466-0081         
                  Registrant's Telephone Number,
                       Including Area Code

                               N/A                     
          Former Name, Former Address and Former Fiscal
                Year, if Changed Since Last Report

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           No    X  

As of March 31, 1997, 14,046,420 shares of Common Stock; 12,530,979 Class A
and 12,530,979 Class B common stock purchase warrants were outstanding.

Transitional Small Business Disclosure Format: Yes        No    X 



Item 1.   Financial Statements.

     See attached.

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

     Since inception in 1989, the Registrant has relied principally on the
proceeds from one public and several private offerings of its securities to
fund operations.  The Registrant has used the proceeds from these offerings
and the limited revenues it has received from sales of the Registrant's
products to fund research and development activities and to cover its
recurring operating deficits.  From inception in March, 1989 to June 30, 1997,
a total of $10,500,779 (net) has been received from these financing
activities.  At June 30, 1995, the Registrant had cash and cash equivalents
totaling $57,980 available to cover recurring operating deficits and research
and development expenses.

     The Registrant incurs considerable expense in demonstrating and testing
its products.  Government approvals for each of the products and adaptations
thereto must be obtained before its products may be marketed.  The Registrant
is also incurring substantial expenses in demonstrating its products to
prospective customers, both civilian and governmental.  During 1995, the
Registrant's Board of Directors determined that the results of its marketing
efforts in conjunction with its recently developed blend center warranted
concentrating marketing efforts on the distribution of blend centers with
particular concentration on regional and national restaurant chain
franchisees.  As a result, it changed its marketing strategy to one whereby it
is currently attempting to establish relationships with owners of regional and
national restaurant chain franchises, while also pursuing relationships with
other potential high volume consumers in both the civilian and governmental
sectors in an effort to broaden its distribution and gain market acceptance. 
A significant number of such relationships have been established to date. 
Management believes that this approach will result in substantially higher
revenues from product sales and thereby significantly improve the Registrant's
liquidity.

     The Registrant's long term viability is dependent upon improving
liquidity through increased product sales.  In the interim, Management
believes that the current cash in its account and cash from ongoing operations
should be adequate to meet its research and development, marketing,
administrative expenses and cash commitments through fiscal 1996 or until the
Registrant reaches consistent profitability from ongoing internal operations
if that is later. The Registrant may continue to offer its securities on a
public or private basis as a means of supplementing it liquidity from ongoing
operations.

     Other than continuing development expenses related to new products,
estimated to be 3% of the Registrant's net revenues on an annual basis,
commitments under facilities' leases totaling $185,200 through August, 1999,
the Registrant has no other known commitments for its capital resources as of
June 30, 1996.  Management believes that cash available from ongoing
operations and, if necessary, from additional financing, will cover these
commitments.

     The Registrant's total assets increased from $520,604 at June 30, 1996
and decreased from $1,913,750 at December 31, 1996 to $1,578,387 at June 30,
1997.  The increase of $1,057,783 (203.2%) was primarily due to an increase in
notes and bonds purchased with cash from equity offerings.  The decrease of
$335,363 (-17.52%) was primarily due to liquidation of notes and bonds.

     The Registrant's total liabilities increased from $1,846,430 at June 30,
1996 and $2,171,377 at December 31, 1996 and decreased to $1,894,394.20 at
June 30, 1997.  The increase of $47,964 (2.6%) was primarily due to an
increase in notes payable to stockholders.  The decrease of $276,983 (-12.8%)
was primarily due to a decrease in notes payable to stockholders.  These
respective increases were due primarily to (I) increased accrued expenses net
of decreased accounts payable, and, increased notes payable to securities
holders; and, (ii) increased accrued expenses, accounts payable, and notes
payable.

     The Registrant's accrued expenses decreased from $522,594 at June 30,
1996 and $39,289 at December 31, 1996 to $7,111 at June 30, 1997, total
decreases of $515,483 (-98.6%) and $32,178 (-81.9%), respectively.  These
respective increases were due primarily to (I) the accrual of certain services
provided to the Registrant during the period which were converted to common
stock or common stock subscribed as of December 31, 1997; and, (ii) the
accrual of services that were converted to stock as noted above.

     The Registrant's notes payable increased from $1,157,818 at June 30, 1996
and $1,872,185 at December 31, 1996 and decreased to $1,249,359 at June 30,
1997, total increase of $91,541 (7.91%) and decrease of $622,826 (-33.27%), 
respectively.  The increase was attributable to net amounts of convertible 
promissory notes issued versus the conversion of outstanding promissory notes 
to common stock or common stock subscribed.  The decrease was primarily due 
to the conversion of the convertible notes to shares of common stock.

     The Registrant's accounts payable increased from $34,480 at June 30, 1996
and increased from $74,869 at December 31, 1996 to $277,849 at June 30, 1997,
a total
decrease and increase, respectively, of $243,369 (705.8%) and $202,980
(271.11%).  The increase was primarily due to the accrual of operating
expenses for the current period, increased inventory purchases and the accrual
of payment of several convertible promissory notes.

     The Registrant's accumulated deficit increased from $7,966,225 at June
30, 1996 and $8,506,454 at December 31, 1996 to $9,563,445 at June 30, 1997,
(20.1%) and (12.4%), respectively, as a result of increased net losses from
operations. 

     Since inception, the Registrant has experienced significant losses from
operations in each successive period.  For the six months ended June 30, 1997,
as compared to the six months ended June 30, 1996, net loss from operations
increased $180,137 (31.1%) to $759,916 from $579,779; gross sales of products
increased $647,026 (935.6%) to $716,186 from $69,160; cost of product sales
increased $272,913 (573%) to $320,539 from $47,626; selling, general and
administrative expenses increased $518,914 (93.2%) to $1,075,750 from
$556,836; and, interest expense increased $43,400 (97.6%) to $87,877 from 
$44,477.  The Registrant achieved a gross profit percentage of approximately 
55.2% for the six month period ended June 30, 1997 as compared to 31.1% for 
the six month period ended June 30, 1996 and 23.5% for the year ended December 
31, 1996.

     Management expects to be able to maintain or improve gross profit margins
into the future.  Currently, the Registrant sells most of its products by the
gallon in various sized containers and prices its products based on container
size.  The Registrant has experienced no price pressure and structures its
prices to be competitive with other products sold in similar markets.

     Since inception, the Registrant has primarily used equity financing
transactions and borrowings convertible to equity securities to improve its
liquidity while operations have been unable, until at least early 1996, to
generate adequate working capital.  Net cash used in operating activities for
the six months ended June 30,
1997 was 1,933,169.

     As a result of what Management perceives to be an ever-increasing
societal emphasis on the utilization of environmentally responsible products
in a responsible and efficient manner, Management believes that the
Registrant's products, which are principally aqueous based, non-toxic and
biodegradable, have significant future market potential, especially when
considered in conjunction with the Registrant's blend center method of product
distribution, although the extent of that potential can not be determined at
this time.


                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     During the period covered by this Report, the three months ended March
31, 1997, the Registrant was involved in the following legal proceedings.

    In March, 1997, the Registrant filed a legal action against George A.
Money, a former officer and director, seeking to cancel the 659,931 shares of
Registrant's common stock currently held by Mr. Money.  The Registrant
contends in its complaint that Mr. Money did not give the promised
consideration underlying the issuance of such shares.  That consideration was
to consist of certain real property, fixtures and equipment located in Iowa as
well as certain chemical formulae.  As of the date this Report was filed, Mr.
Money had not filed an answer to the Registrant's complaint and a default
judgment has been entered against Mr. Money.

Item 2.   Changes in Securities.

     None.

Item 3.   Defaults Upon Senior Securities.

     None.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None.

Item 5.   Other Information.

     The Registrant was formed on March 21, 1989, to evaluate,  structure and
complete a merger with, or acquisition of, other entities.  The Registrant
initially conducted organizational matters followed by the sale of 32,000,000
shares of common stock, to insiders, for a total of $3,200; and, the sale of
37,275,000 Units in a public offering, completed August 6, 1990, which raised
$372,750 in gross proceeds.  Each Unit consisted of one share of the
Registrant's no par value common stock, one (1) Class A common stock purchase
warrant and one (1) Class B common stock purchase warrant.  Originally, each A
Warrant entitled the holder to purchase, at a price of $.04, one share of the
Registrant's common stock during the two year period commencing February 6,
1990; and, each B Warrant entitled the holder to purchase one share of the
Registrant's common stock, at a price of $.07 per share, during the three year
period commencing February 6, 1990.  The Class A and Class B Warrants have
been extended to February 6, 1998 and 1999, respectively; and, due to a one
for one hundred (1:100) reverse split of the Registrant's outstanding
securities effected March 25, 1994, the exercise prices of the Class A and
Class B Warrants have been adjusted to $4.00 and $7.00, respectively.  The
Registrant has the right to redeem the A and B Warrants upon 30 days written
notice at a price of $.01 per Warrant.

     On August 24, 1990, the Registrant entered into an agreement to acquire
an approximately ninety-five percent (94.9%) ownership interest in Ultra
Shield Products International, Inc., a California corporation, of Rancho
Cucamonga, California ("USPIC").  The acquisition was effected through an
exchange of 132,397,000 (65.2%) of the Registrant's authorized, but unissued,
shares of common stock for 47,453,256 (94.9)% shares of the common stock of
USPIC, which shares were then owned by the individuals serving as the officers
and directors of USPIC at that time.  In accordance with the Registrant's
acquisition of USPIC, the Registrant subsequently changed its name to Ultra
Shield Products International, Inc., a Delaware corporation.

     Following the exchange of shares described above, it was the Registrant's
intent that it prepare a Form S-4 Registration Statement under the Securities
Act of 1933, as amended, for the purpose of attempting to complete the
Registrant's acquisition of all of the outstanding shares (100%) of USPIC in
exchange for an overall total of approximately 81% percent of the Registrant's
equity securities.

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

     None.

                            SIGNATURE

     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.

Date: August 13, 1997          ULTRA SHIELD PRODUCTS INTERNATIONAL, INC. 



                              By /s/ J.W. Rutherford      
                                J.W. Rutherford, President

      
                    ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                           STATEMENTS OF OPERATIONS
               For the Six Months Ended June 30, 1997 and 1996
    


                                                     1997            1996

Revenues
     Net Sales                                  $     716,186   $      69,160
                                                _____________   ______________ 


Costs and expenses
     Cost of product sales                            320,539          47,626 
     Selling, general and administrative            1,075,750         556,836
                                                _____________   ______________ 
          Total costs and expenses                  1,396,288         604,462


Other Income/Expense
     Interest income                                    8,063               -
     Interest expense                                  87,877          44,477
                                                _____________   ______________ 


     Loss before provision for income taxes          (759,916)       (579,779)


     Provision for income taxes                         1,600          
                                                _____________  
                                                             

          Net loss                              $    (761,516)  $    (579,779)
                                                _____________   ______________
                                                _____________   ______________
                                             



                   ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                               BALANCE SHEETS
                                          


                                            June 30, 1997   June 30, 1996
ASSETS
Current Assets
     Cash                                   $      57,980   $         216,765 
     Accounts Receivable (Net)                    389,657              39,394 
     Inventories                                  362,972             209,481 
     Prepaid expenses and other current 
       assets                                     369,070                   -
                                            _____________   _________________
          Total Current Assets                  1,179,678             465,640 

Property and Equipment
     Property and equipment, at cost              382,516             237,004 
     Less accumulated depreciation                240,236             182,890 
                                            _____________   _________________
          Total Property and Equipment            142,280              54,114 

Other Assets
     Capital Lease - Equipment                     67,923
     Refundable Deposits                            2,850             
     Investment-Real Estate                       185,656                 850
                                            _____________   _________________
          Total Other Assets                      256,429           
______________________________________________________________________________ 
            Total Assets                    $   1,578,387   $         520,604
______________________________________________________________________________
______________________________________________________________________________

                                           
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable                       $     277,849   $          34,480
     Notes payable to stockholders (Note 1)     1,249,359           1,157,818 
     Note payable                                       -                   -
     Accrued interest                              65,197             103,583
     Accrued payroll taxes                         32,363              27,955 
     Accrued expenses                               7,111             522,594
                                            _____________   _________________ 
          Total Current Liabilities             1,631,879           1,846,430 

Long Term Liabilities
     Capital Lease Payable                      56,265.35                   -
     Other Long Term Liabilities               206,250.00                 -
                                            _____________   _________________
          Total Long Term Liabilities          262,515.35                 -
______________________________________________________________________________ 

            Total Liabilities                1,894,394.20        1,846,430.00
______________________________________________________________________________



                   ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                               BALANCE SHEETS


                                            June 30, 1997   June 30, 1996

 
Stockholders' Deficit
     Preferred stock, $.0001 par value, 
       10,000,000 shares authorized, no 
       shares issued and outstanding                   -                    -
     Common stock, $.0001 par value, 
       500,000,000 shares authorized, 
       13,348,764 and 9,354,091 shares 
       issued and outstanding at 
       June 30, 1997 and June 30, 1996, 
       respectively                                1,324                  935
     Common stock subscribed,  $.0001 par 
       value, 5000 shares to be issued at 
       June 30, 1997                                   1 
     Additional paid in capital                9,250,096            6,639,464 
     Unrealized holding (Gain)/Loss on 
       investments                                 (3,983)           
     Accumulated deficit                       (8,801,929)       
     Net Income (Loss)                           (761,516)         (7,966,225)
                                            _____________   _________________
          Total Stockholders' deficit            (316,007)         (1,325,826)
______________________________________________________________________________ 
            Total Liabilities and Capital   $   1,578,387   $         520,604
______________________________________________________________________________
______________________________________________________________________________




Note 1 - Notes payable to stockholders
     Notes payable to stockholders at June 30, 1997 of $1,249,359 are 
     convertible to units of common stock at the option of the note holders 
     over various dates through a six month period ending December 31, 1997.  
     History shows 95% of all note holders convert to shares of company stock.



                    Unaudited - For Management Purposes Only



                     ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                       STATEMENT  OF STOCKHOLDERS' DEFICIT
                  For the Six Months Ended June 30, 1997



                                                            Common
                                Common  Stock         Stock  Subscribed 
                            Shares      Amount      Shares         Amount 



Balance at 
  January 1, 1997         11,023,891       1,102           -      $       - 

Shares issued or 
  subscribed for cash        768,200          77                           -

Shares issued for payment 
  on notes payable         1,115,800         112           -               -

Shares issued or subscribed 
  in lieu of interest         53,155           5           -               -

Shares issued for services   285,718          29           -               -

Net loss                           
                          ____________________________________________________
Balance at 
  March 31, 1997          13,246,764   $   1,325           -      $       -
                          __________   _________   _________      _________
                          __________   _________   _________      _________



                                       Unrealized
                                       Holding Gain               Total
                          Paid - in    (Loss) on   Accumulated   Stockholders'
                          Capital      Investments  (Deficit)      (Deficit)   
 


Balance at 
  January 1, 1997         $ 8,184,987  $   (3,983) $(8,801,929)      (619,823)

Shares issued or 
  subscribed for cash         367,793                                 367,870

Shares issued for payment 
  on notes payable            528,281           -            -        528,393

Shares issued or subscribed 
  in lieu of interest          26,200           -            -         26,205

Shares issued for services    142,835           -            -        142,864

Net loss                                              (761,516)      (761,516)
                          ____________________________________________________
Balance at 
  March 31, 1997          $ 9,250,096  $   (3,983) $(9,563,445)   $  (316,007)
                          ___________  ___________ ____________   ____________
                          ___________  ___________ ____________   ____________



                  Ultra Shield Products International, Inc.
                           Statement of Cash Flows
                  For The Six Months Ended June 30, 1997



Cash Flows from operating activities
     Net Loss                                                     (761,516.45)
     Adjustments to reconcile net income to net cash provided 
       by operating activities:
          Accumulated Depreciation                                  27,800.00 
          Allowance for Bad Debts                                    5,325.00 
            Accounts Receivable                                   (499,002.84)
            Notes Receivable-Officers                               38,614.03
            Employee Advances                                       (3,599.65)
            Notes Receivable-Others                               (198,617.00)
            Officers Advances                                         (517.00)
            Commission Advances                                       (500.00)
            Inventories                                            (60,778.05) 
            Prepaid Expenses                                         7,616.34
            Accounts Payable                                       202,979.49
            Accrued Interest                                        14,470.45 
            Accrued payroll and payroll taxes                      (61,762.93)
            Accrued Expenses                                       (23,364.30)
            Sales Tax Payable                                        4,387.12
            Notes Payable-Jamgotchian                             (125,000.00)
            Officers Credit Line                                    (1,878.83)
            Notes Payable-Conv. to Stock                          (497,825.00)
                                                                ______________
            Total Adjustments                                   (1,171,653.17)

            __________________________________________________________________
            Net Cash provided by Operations                     (1,933,169.62)
            __________________________________________________________________

Cash Flows from investing activities used for
            Furniture and Fixtures                                  (4,504.15)
            Machinery and Equipment                                (23,310.02)
            Computer Equipment                                      (5,420.77)
            Trade Show Equipment                                    (3,369.35)
            Leasehold Improvements                                  (4,124.89)
            Capital Lease Equipment                                (14,707.50)
            Property and Equipment (Net)                            (9,435.00)
            __________________________________________________________________
            Net cash used in investing                             (64,871.68)
            __________________________________________________________________

Cash Flows from financing activities, Proceeds From:
            Capital Lease Payable                                   17,607.75
            Total Long Term Liabilities                            206,250.00
            Common Stock                                               221.83



                  Ultra Shield Products International, Inc.
                           Statement of Cash Flows
                  For The Six Months Ended June 30, 1997
            Stock Subscribed                                            10.15
            Additional Paid In Capital                           1,065,246.12
            Unrealized Holding (Gain)/Loss, Used For                 2,203.50
            Capital Lease Payable                                  (12,845.15)
            Stock Subscribed                                           (10.00)
            Additional Paid In Capital                                (136.78)
            Unrealized Holding (Gain)/Loss                          (2,203.50)
            __________________________________________________________________
            Net cash used in financing                           1,276,343.92
            __________________________________________________________________

______________________________________________________________________________
            Net increase (decrease) in cash                       (721,697.38)
______________________________________________________________________________
______________________________________________________________________________

            Summary
            Cash Balance at End of Period                           57,979.63
            Cash Balance at Beginning of Period                   (776,426.57)

            Net Increase-Decrease in Cash                         (718,446.94)