<PAGE>2
                    FORM 10-KSB
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549
	
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended: 12/31/97 OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 	15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

           Commission file number:  33-26899-D

                 BEST OF AMERICA CORPORATION
         (Exact name of registrant as specified in charter)

        Colorado                                 84-1082394
  (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)                Identification No.)

   27690 Main Street, Lacombe, LA                    70445
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number,
    including area code:                        (504) 646-0261

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, no par value

Check whether the issuer (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 such shorter period that the registrant was  required 
to file such reports), and (2) has been subject to such filing requirements 
for at least the past 90 days.	Yes  __x__	No ____

Check if there is no disclosure of delinquent filers in response to Item 405 
of Regulation S-B is not contained in this form and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference to Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X].

The Corporation's revenues for its most recent fiscal year were $93,258.

As of December 31, 1997, the market value of the registrant's voting no par 
value common stock held by non-affiliates of the Registrant was $165,268. 

The number of shares outstanding of registrant's only class of common stock, 
as of March 31, 1998 was 9,729,000 shares of its no par value common stock.  

No documents are incorporated into the text by reference. 
Transitional Small Business Disclosure Format (check one):   
Yes     No x 


<PAGE>3

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

	(a)  General Development of Business.  Best of America Corporation, 
formerly Unlimited Frontiers Organization, Inc. (the "Company") was 
incorporated under the laws of Colorado on April 1, 1988.   Previously, the 
Company's sole operating purpose was the acquisition of interests and 
business opportunities of others by the use of some of the proceeds from its 
prior public offering, an exchange of shares with entities which desire to 
employ the Company's status as a public corporation or a combination of these 
means.   

During December, 1993, the Company completed a reorganization with Best of 
America Car Wash Systems, Inc., a Louisiana corporation ("Best Car Wash").  
The Company issued 6,484,650 of its restricted common shares for all of the 
issued and outstanding common shares of Best Car Wash.   This reorganization 
has been accounted for as though it were a recapitalization of Best Car Wash 
and sale by Best Car Wash of 1,144,350 (15%) shares of common stock in 
exchange for the net assets of the Company.   On December 10, 1993, pursuant 
to a special meeting in lieu of the annual meeting of the stockholders of the 
Company, the stockholders approved a reverse split of the outstanding common 
shares of the Company on a 50:1 basis (57,217,500 shares to 1,144,350 
shares); the increase in the authorization of common stock from 500,000,000 
shares to 1,000,000,000 no par value common shares.   In addition, the 
shareholders authorized a new class of 50,000,000 shares of non-voting, non-
cumulative and non-participating convertible Preferred Stock; convertible, at 
the Company's option, into two common shares of the Company, par value 
$10.00; ratified the reverse acquisition of Best  Car Wash as a wholly owned 
subsidiary and approved the corporate name change from Unlimited Frontiers 
Organization, Inc." to "Best of America Corporation."

The Company emerged from the development stage in 1996 and is in the business 
of constructing, selling and managing self service and full service car wash 
facilities and other types of properties.   

Lease and Operation of Car Wash.   During January, 1993, the Company sold a 
car wash to an entity controlled by the Company's major shareholder.   The 
purchase price was paid with a note in the amount of $83,699 with interest at 
8% per annum due in monthly installments of $1,103 until fully paid which was 
used to retire the Company's debt to a construction company, and a $16,000 
note to the Company with interest at 8% per annum.

The Company has entered into a month to month agreement to operate the car 
wash.   The Company pays a monthly rental of $1,100 for which it receives all 
revenues from the car wash and is responsible for its operating expenses.

          (b)  Financial Information About Industry Segments.  During its 
last three fiscal years, the Company's operations were focused on obtaining 
business opportunities through investments in or combinations with operating 
entities.   The Company acts as a holding company under which its wholly 
owned subsidiary, Best Car Wash will operate.

      (c)  Narrative Description of Business.

The Company sells car wash systems, soaps and chemicals and replacement parts 
as well as manage the leased car wash.  As a result, the Company had limited 
need for raw materials, trademarks or similar rights, customers, contracts 
with governmental entities, research and development activities, or 
involvement with governmental regulations other than those governing 
securities, corporate and tax matters.   The following discussion is on the 
operations of the Company's wholly owned subsidiary and its own subsidiary. 

(i)  Principal Products Produced and Services Rendered.

Best Car Wash was formed on July 31, 1989 for the purpose of buying, selling, 
manufacturing and distributing car wash equipment and chemicals.   Best Car 
Wash has its own "No Touch" system for full-service car washes that it 
distributes under its own name through exclusive private label arrangements 
with other leading car wash equipment manufacturers.  Best Car Wash assembles 
its self-service power pack which includes all plumbing and electrical 
hookups and is tested prior to shipment.   Best Car Wash mixes its own 
"Supersoap" and other soaps and  waxes from raw chemicals with its own 
proprietary formulas.

On February 9, 1990, Best Car Wash purchased 100% of the outstanding stock in 
McBest, Inc.    McBest, Inc. was organized to acquire the assets of Best 
Equipment Company and has since been absorbed by Best Car Wash.  Best 
Equipment Company, organized in 1962 in Benton, Kentucky, had been a 
manufacturer and distributor of car wash equipment and chemicals.

         (ii)  Status of New Products or Industry Segments.   There have been 
no new products.

         (iii)  Sources and Availability of Raw Materials.   Best Car Wash 
obtains its raw materials from different suppliers depending on price and 
availability.   Best Car Wash does not believe the loss of any one supplier 
would have a negative effect on its operations.


<PAGE>4

         (iv)  Patents, Trademarks, Licenses, Franchises and Concessions.  
The Company currently has no patents for any of its products. Best Car Wash 
has filed and received certificates of its "Trade Mark" and "Service Mark", 
and is in the process of filing a "United States Patent" on the formula used 
in mixing the chemicals for its soap and wax.  Best Car Wash has filed for, 
and received certificates of the "Trade mark" and "Service Mark" on 
"Supersoap".

         (v)  Seasonal Nature of Business.  Best Car Wash's business is not 
seasonal in nature.  

         (vi)  Working Capital Items.   Best Car Wash does not maintain large 
amounts of inventory but maintains replacement parts and chemical 
inventories.   The size of this replacement inventory is directly related to 
the volume of Best Car Wash's maintenance services.  Because new customers 
are required to pay C.O.D., Best Car Wash does not maintain large accounts 
receivable balances.  If Best Car Wash was to receive larger orders as a 
result of expansion, larger inventories would need to be maintained.  Best 
Car Wash does grant credit terms on maintenance contracts and supply sales, 
but does not anticipate any significant cash flow problems resulting 
therefrom. 

        (vii)  Major Customers.  During the fiscal years ended December 31, 
1996 and 1997 respectively, Best Car Wash was not dependent upon a single 
customer, or a few customers, the loss of any one or more of which would have 
a material adverse effect on its business.

         (viii)  Backlog.  At December 31, 1996 and 1997, Best Car Wash had 
no backlog of unfilled orders for its systems.

         (ix)  Renegotiation or Termination of Government Contracts.  No 
material portion of Best Car Wash's business is subject to renegotiation of 
profits or termination of contracts or subcontracts at the election of the 
Government.

         (x)  Competitive Conditions.  The market for car wash systems is 
highly competitive.  Many companies having an established reputation in the 
car wash industry have far greater financing, technology, operating resources 
and personnel than Best Car Wash.  At the present time, Best Car Wash's 
competitive position in terms of market share in the overall market is 
insignificant.

         (xi)  Research and Development.   Best Car Wash operates in an 
industry which is not subject to rapid changes in technology, and therefore 
Best Car Wash's ability to compete and operate successfully does not depend 
upon its ability to react to such changes especially.

        (xii)  Environmental Protection.  The Company's business, capital 
expenditures, earnings and competitive position are not materially affected 
by compliance with Federal, State or local provisions which have been enacted 
or adopted regulating the discharge of materials into the environment, or 
otherwise relating to the protection of the environment, and the Company does 
not anticipate any material capital expenditures for environmental control 
facilities in the future.

         (xiii)  Employees.  As of December 31, 1997, the Company and Best 
Car Wash employed one person full time and no persons in a part time 
capacity.

      (d)  Financial Information About Foreign and Domestic Operations and 
Export Sales.  During the fiscal years ended December 31, 1996 and 1997 
respectively, the Company did not engage in any significant activity with 
respect to foreign operations and export sales.

ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real property and leases all of its facilities.  The 
Company's principal offices are located at  27690 Main Street, Lacombe, 
Louisiana 70458 which consists of a 2,075 square foot office building on a 
lot that is 91' x 169.40' x 169.9'   Commencing February 1, 1997, the Company 
is leasing this facility from a related corporation for $1200 per month on a 
month to month basis. The lease agreement expires on February 1, 2000 and 
requires minimum monthly lease payments of $1,200, $1,400 and $1,600 during 
the three year term of the lease.   On March 10, 1997, the Company entered 
into an option to purchase this property for $160,000.  The Company paid 
$2,500 for this option.   Additionally, the Company entered into an option to 
purchase the adjacent land to this property for $110,000.  The Company paid 
$1,500 for said option.  Additionally, 800 square feet of storage for its 
parts and chemicals is leased on a month-to-month basis at a monthly lease 
fee of $220.00.   The address of the storage facility is 1336 Gause 
Boulevard, Slidell, Louisiana 70458.   The Company believes that its existing 
facility is adequate to meet its needs for the foreseeable future.

During 1997, the Company acquired 85.08 acres of land in St. Mary Parish, 
Louisiana.  The land was acquired in exchange for 216,200 shares of $10 par 
value preferred stock and a note payable for $39,683.  The value of the land 
($469,151) was determined by discounting the estimated annual net cash flow 
of $40,000 to be received by the Company from the land's sugar crop 
production, using a 7% interest rate over a period of 25 years.

<PAGE>5

ITEM 3.  LEGAL PROCEEDINGS

During 1993, the Company's majority shareholder entered into a consulting 
agreement with an entity which was to provide investment and financial 
advisory services.   This entity and an attorney providing related services 
invoiced the Company for services which they claim were provided to the 
Company.   The Company has denied that it received any benefit from the 
alleged services or that the services were authorized by the Company.   The 
consultant has filed suit against the Company's majority shareholder in the 
amount of $111,000 and the attorney has not informed the Company regarding 
its intentions related to the $44,000 which they claim is due.   The Company 
has denied that the claims are valid and will vigorously defend its position.   
The Company has accrued $20,000 at December 31, 1994 as estimated costs to 
defend its position.   During 1995, the Company reversed the $20,000 accrual 
as it determined that the entity which filed suit against the Company's 
majority shareholder would not file an action against the Company.   The 
matter with the consultant was resolved in an arbitration hearing in 1996 in 
which the arbitrator ruled that the Company's majority shareholder owed the 
consultant $44,000 but that the Company itself was not liable.   The attorney 
still has not informed the Company regarding its intentions on his claim.

The Company knows of no other material pending or threatened legal 
proceedings to which the Company and its subsidiary is a party or of which 
any of its properties is subject, and no such proceedings are known to the 
Company to be contemplated by governmental authorities.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended December 31, 1997, no 
matters were submitted to a vote of the Company's security holders, through 
the solicitation of proxies.



<PAGE>6

                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

Market Information. The Company's common stock is traded on the OTC Bulletin 
Board under the symbol "BOAC".   
	
The following table sets forth the range of high and low bid quotations for 
the Company's common stock for each quarter of the last two fiscal years, as 
reported by the OTC Bulletin Board.   The Company's market makers are         
M.H. Myerson, Sharp Capital, Inc. and Wien Securities Corp.   The quotations 
represent inter-dealer prices without retail markup, markdown or commission, 
and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
	Quarter Ended			High Bid	Low Bid
            <S>                                <C>        <C>      	
		

         9/30/96                               1.12       .50	      
         12/31/96                               .90       .25	
	3/31/97                                .125      .125
         6/30/97                                .185      .06
         9/30/97                                .30       .125
         12/31/97                               .90       .21
         3/31/98                                .85       .185
         6/30/98                                .185      .06 	
</TABLE>

The Company's common stock commenced trading on the over-the-counter market 
in September, 1996.   Prior to that time, there was no market for the 
securities of the Company.

Holders.   The approximate number of holders of record of the Company's no 
par value common stock, as of December 31, 1997, was 105.

Currently, as of March 31, 1998, there are 105 holders of record.

Dividends.   Holders of the Company's common stock are entitled to receive 
such dividends as may be declared by its Board of Directors.  Other than the 
distribution of rights under a prior loan Agreement, since inception no 
dividends on the Company's common stock have ever been paid, and the Company 
does not anticipate that dividends will be paid on its common stock in the 
foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

Trends and Uncertainties.   The Corporation is structured so that it can 
adjust to the trends and uncertainties in automobile service industry.  The 
Corporation has tried to eliminate the major variables of interest rates and 
operating expense.  However, as the Corporation has little or no control as 
the demand for its products and/or services, inflation and changing prices 
could have a material effect on the future profitability of the Corporation.  

Capital and Sources of Liquidity.   The Company currently has no material 
commitments for capital expenditures.  The Company moved its offices where by 
its lease obligation increased from a base rental of $644.50 per month to 
$1,200 per month on a month to month basis.   Additionally, 800 square feet 
of storage for its parts and chemicals is leased on a month-to-month basis at 
a monthly lease fee of $220.00.   The increase lease payments have a negative 
effect on the cash flow of the Company.   The Company believes that its 
existing facility is adequate to meet its needs for the foreseeable future.

The Company had a notes receivable - trade issued of $2,243 for the year 
ended December 31, 1997.  The Company acquired a contract receivable of 
$48,925 and acquired options to purchase land and buildings for $4,000.  The 
Company purchased office equipment of $1,294 for the year ended December 31, 
1997 resulting in cash used in investing activities of $56,462.

The Company purchased office equipment of $8,471 for the year ended December 
31, 1996.   Additionally, the Company had a decrease in note receivable-trade 
issued of $25,000 resulting in cash used in investing activities of $33,471.

The Company received advances from shareholders of $83,636 and issued Common 
Stock for cash of $2,000 in the year ended December 31, 1997.   As a result, 
net cash of $85,636 was provided by financing activities for the year ended 
December 31, 1997.

The Company made payments to related parties of $144,905 and issued common 
stock for cash of $90,000 in the year ended December 31, 1996.   As a result, 
net cash of $54,905 was used by financing activities for the year ended 
December 31, 1996.



<PAGE>7

Results of Operations:

The Company has generated limited positive cash flow from operations and 
there can be no assurance that the trend will not continue.   Profitable 
operations are dependent upon, among other factors, the Company's ability to 
obtain equity or debt financing and the Company's ability to finance, manage 
and construct car wash operations and complete the acquisition of 
manufacturing equipment.

The Company is unable to project a level of revenue which would allow a 
reversal of its history of operating losses in the near future.   In this 
regard, the Company has undertaken the raising of additional equity capital.   
The Company's continued operations are dependent upon obtaining financing.

1997 compared to 1996.   For the year ended December 31, 1996, the Company 
experienced a net loss of $(19,641) compared to a net loss from operating 
activities of $(232,001) at December 31, 1997.    Depreciation and 
amortization expenses stayed relatively the same ($3,772) for the year ended 
December 31, 1996 compared to the year ended December 31, 1997 ($4,560) due 
to the limited activity.  As operations decreased, the Corporation 
experienced a decrease in accounts receivables of $18,683, a decrease in 
inventory of $6,956, an increase in prepaids of $79,480, a decrease in 
deposits of $1,089, an increase in customer deposits of $5,000 and an 
increase in accounts payable and accrued expenses of $189,718.   The 
Corporation experienced a negative cash flow from operating activities of 
$78,142 for the year ended December 31, 1997 compared to a positive cash flow 
of $139,221 for December 31, 1996.

The Corporation received revenue of $466,136 for the year ended December 31, 
1996 compared to $93,258 for the same period in 1997, due to limited 
equipment sales in 1997.

Cost of sales decreased from $284,195 in 1996 to $46,111 in 1997 due to the 
same limited equipment sales in 1997.

General and administrative expenses increased from $177,661 for the year 
ended December 31, 1996 to $240,123 for the year ended December 31, 1997 due 
to costs associated with the leased car wash and the attempts to acquire 
additional properties.

The Corporation's interest expense increased from $31,031 for the year ended 
December 31, 1996 to $43,932 for the year ended December 31, 1997.

1996 compared to 1995.   For the year ended December 31, 1996, the Company 
experienced a net loss of $(19,641) compared to a net loss from operating 
activities of $(540) at December 31, 1995.    Depreciation and amortization 
expenses stayed relatively the same ($3,772) for the year ended December 31, 
1996 compared to the year ended December 31, 1995 ($2,706) due to the limited 
activity.  As operations increased, the Corporation experienced an increase 
in accounts receivables of $22,385, an increase in inventory of $8,234, an 
increase in prepaids of $4,397, a decrease in deposits of $26,795, an 
increase in customer deposits of $5,000 and an increase in accounts payable 
and accrued expenses of $146,978.    The Corporation experienced a positive 
cash flow from operating activities of $139,221 for the year ended December 
31, 1996 compared to a negative cash flow of $51,372 for December 31, 1995.

The Corporation received revenue of $466,136 for the year ended December 31, 
1996 compared to $175,763 for the same period in 1995, due to equipment sales 
of $426,451 and commissions of $0; and car wash sales of $39,684 in 1996 
compared to equipment sales of $104,525, commissions of $32,504 and car wash 
sales of $38,734 in 1995.   

Cost of sales increased from $43,368 in 1995 to $284,195 in 1996 due to the 
sale and lease back of the above described car wash.

General and administrative expenses increased from $116,494 for the year 
ended December 31, 1995 to $177,661 for the year ended December 31, 1996 due 
to increased operations associated with the leased car wash and the attempts 
to acquire additional properties.

The Corporation's interest expense increased from $16,441 for the year ended 
December 31, 1995 to $31,031 for the year ended December 31, 1996.



<PAGE>8

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

                   REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Best of America Corporation


We have audited the accompanying balance sheet of Best of America 
Corporation as of December 31, 1997, and the related statements of 
operations, changes in stockholders' equity, and cash flows for each of 
the years ended December 31, 1997, and 1996. These financial statements 
are the responsibility of the Company's management. Our responsibility 
is to express an opinion on these financial statements based on our 
audit.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting 
principles used and significant estimates by management, as well as 
evaluating the overall financial statement presentation. We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Best of 
America Corporation as of December 31, 1997,  and the results of its 
operations, and its cash flows for each of the years ended December 31, 
1997, and 1996, in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
the Company will continue as a going concern. As discussed in Note 10 to 
the financial statements, the Company has suffered recurring losses 
from operations and has negative working capital.  These factors raise 
substantial doubt about the Company's ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note 10. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


                               James E. Scheifley & Associates, P.C.
                                   Certified Public Accountants

Englewood, Colorado
March 20, 1998


	


<PAGE>9
                Best of America Corporation
                       Balance Sheet
                     December 31, 1997

                          ASSETS
<TABLE>
<CAPTION>
Current assets:
<S>                                                                  <C>
  Cash                                                            $   2,469
  Accounts receivable, net of allowance for
   doubtful accounts of $ 7,333                                       3,062
  Inventory                                                          17,834
  Note receivable - trade                                            27,243
  Contract Receivable                                                48,925 
  Prepaid expenses                                                   83,877
  Due from related parties                                           32,583
                                                                   --------
      Total current assets                                          215,993

Property and equipment, at cost, net of
  accumulated depreciation of $33,221                                10,790

Land                                                                469,151

Patents and formulas, at cost, net of
  accumulated amortization of $6,035                                  4,052

Options                                                               4,000

Deposits                                                             25,565
                                                                   --------
                                                                   $729,551
                                                                   ========

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                  403,363
  Due to related parties                                             99,674
Notes payable-current portion                                        10,756
  Customer deposits                                                  10,000
                                                                   --------
      Total current liabilities                                     523,795

Note payable - net of current portion                                29,762

Commitments and contingencies

Stockholders' equity:
 Preferred stock, $10 par value, non-voting,
  non-cumulative, non participating,
  convertible, 50,000,000 shares authorized
 216,200 shares issued and outstanding                            2,162,000
Discount below par on preferred stock                            (1,732,532)
 Common stock, no par value,
  1,000,000,000 shares authorized,
  9,729,000 shares issued and outstanding                         1,348,930
Less: stock subscription receivable                                (998,000)
 Paid in capital                                                     26,647
 Accumulated deficit                                               (631,051)
                                                                  ---------
                                                                    175,994
                                                                  ---------
                                                                    729,551
                                                                  =========
</TABLE>

     See accompanying notes to financial statements.



<PAGE>10

             Best of America Corporation
               Statements of Operations
    For the Years Ended December 31, 1997 and 1996


<TABLE>
<CAPTION>
                                             1997           1996
<S>                                          <C>             <C>

Sales                                        93,258          466,136
Cost of sales                                46,111          284,195
                                            -------          -------  
Gross margin                                 47,147          181,941

General and administrative expenses         240,123          177,661
                                            -------          -------

Income (loss) from operations              (192,976)           4,280

Other income and (expense):    
 Interest Income                              3,418                -              
 Miscellaneous income                         1,489            7,110
 Interest expense                           (43,932)         (31,031)
                                            (39,025)         (23,921)    

  Net income (loss)                         (232,001)        (19,641)         


Earnings (loss) per share:
 Net income (loss)                            (0.03)           (0.00)

 Weighted average shares outstanding      9,529,000         7,683,167
</TABLE>






   See accompanying notes to financial statements.




<PAGE>11

         Best of America Corporation
 Statement of Changes in Stockholders' Equity
   Years Ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                        Discount
                               Common Stock      Paid in  Common Stock  Preferred Stock    Below     Accumulated
                             Shares     Amount   Capital  Subscriptions  Shares  Amount     Par       Deficit      Total
<S>                             <C>        <C>      <C>      <C>          <C>     <C>        <C>         <C>         <C>

Balance, December 31, 1995  7,629,000   258,930   26,647          -          -        -         -     (379,409)   (93,832)

Cash sale of common stock     500,000    90,000        -          -          -        -         -            -     90,000
Net (Loss) for the year             -         -        -          -          -        -         -      (19,641)   (19,641)
                            ---------   -------   ------    -------     ------   ------    ------     --------     ------
Balance, December 31, 1996  8,129,000   348,930   26,647          -          -        -         -     (399,050)   (23,473)

cash sale of common stock       2,000     2,000        -          -          -        -         -            -      2,000
Common stock subscriptions    998,000   998,000        -   (998,000)         -        -         -            -          -
Preferred Stock issued to 
  acquire land                      -         -        -          -    216,200 2,162,000 (1,732,532)         -    429,468 
Net (loss) for the year             -         -        -          -          -        -         -     (232,001)  (232,001) 
                            ---------   -------  -------    -------    -------  --------  ---------   --------    -------
Balance December 31, 1997   9,729,000 1,348,930   26,647   (998,000)   216,200 2,162,000 (1,732,532)  (631,051)   175,994
</TABLE>







        See accompanying notes to financial statements.






<PAGE>12
               Best of America Corporation
                 Statement of Cash Flows
         Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                                             1997       1996
<S>                                                           <C>         <C>
Net income (loss)                                          (232,001)  (19,641)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation and amortization                             4,560       3,772
   Provision for bad debts                                   7,333      11,333
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable              18,683     (22,385)  
    (Increase) decrease in inventory                         6,956      (8,234)
    (Increase) decrease in prepaids                        (79,480)     (4,397)
    (Increase) decrease in deposits                          1,089      26,795
Increase (decrease) in accounts payable and
        accrued expenses                                   189,718     146,978
    Increase (decrease) in customer deposits                 5,000       5,000
                                                           -------     -------
       Total adjustments                                   153,859     158,862
                                                           -------     -------    
  Net cash provided by (used in) operating activities      (78,142)    139,221    

Cash flows from investing activities:
   Note receivable - trade issued                           (2,243)   (25,000)
   Contract Receivable                                     (48,925)         -
   Acquisition of options                                   (4,000)         -
   Acquisition of office equipment                          (1,294)    (8,471)
                                                           -------     ------
  Net cash provided by (used in) investing activities      (56,462)   (33,471)

Cash flows from financing activities:
   Proceeds from (payments to) related parties              83,636   (144,905)
   Common stock issued for cash                              2,000     90,000
                                                           -------    -------
  Net cash provided by (used in)  financing activities      85,336    (54,905)

Increase (decrease) in cash                                (48,968)    50,845
Cash and cash equivalents,
 beginning of period                                        51,437        592
Cash and cash equivalents,
 end of period                                               2,469     51,437
                                                           =======    =======
Supplemental cash flow information:
   Cash paid for interest                                  $     -    $     -    
   Cash paid for income taxes                              $     -    $     -

Non-cash investing and financing activities:
  Land acquired for preferred stock and a note             $469,151   $     -
  Common Stock subscribed                                  $998,000   $     -
</TABLE> 

    See accompanying notes to financial statements.



<PAGE>13

                    Best of America Corporation
                   Notes to Financial Statements
                          December 31, 1997

Note 1. ORGANIZATION                   

The Company was incorporated on April 1, 1988, in the State of Colorado, 
and was in the development stage through December 31, 1995. The Company 
emerged from the development stage in 1996 and is in the business of 
constructing, selling and managing self service and full service car wash 
facilities and other types of properties in the United States. 

                    SIGNIFICANT ACCOUNTING POLICIES
Estimates:
The preparation of the Company's financial statements requires management 
to make estimates and assumptions that affect the amounts reported in the 
financial statements and accompanying notes. Actual results could differ 
from these estimates.

Fixed assets:
The Company depreciates its office equipment utilizing the straight line 
method over periods of five to seven years. Depreciation expense was 
$3,552 and $2,764 for the years ended December 31, 1997 and 1996.

Loss per share:
In February 1997, the Financial Accounting Standards Board ("FASB") issued 
SFAS No 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies the 
existing computational guidelines under Accounting Principles Board ("APB") 
Opinion No. 15, "Earnings Per Share."

The statement is effective for financial statements issued for periods ending 
after December 15, 1997.   Among other changes, SFAS No. 128 eliminates the 
presentation of primary earnings per share and replaces it with basic 
earnings per share for which common stock equivalents are not considered in 
the computation.  It also revises the computation of diluted earnings per 
share.   The Company has adopted SFAS No. 128 and there is no material impact 
to the Company's earnings per share, financial condition, or results of 
operations.  The Company''s earnings per share have been restated for all 
periods presented to be consistent with SFAS No. 128.

The basic loss per share is computed by dividing the net loss for the period 
by the weighted average number of common shares outstanding for the 
period. Loss per share is unchanged on a diluted basis since the assumed 
exercise of common stock equivalents would have an anti-dilutive effect. 

Patents and formulas:
The Company amortizes its patents and formulas over a period of 10 years 
using the straight line method. Amortization charged to operations was 
$1,008 for each of the years ended December 31, 1997, and 1996.

Cash and cash equivalents:
Cash and cash equivalents consist of cash and other highly liquid debt 
instruments with a maturity of less than three months.

Inventories:
The Company values its inventory which consists principally of raw 
materials at cost using the first-in first-out method. 

Financial instruments:
The Company's short term financial instruments consist of cash and cash 
equivalents, accounts/notes receivable and accounts payable. The carrying 
amounts of such financial instruments approximate fair value because of 
the short term maturities of these instruments.

Revenue recognition: 
The Company recognizes revenue from the sale of its products upon 
shipment.

Long-lived assets:
In accordance with Statement of Financial Accounting Standards No. 121 ("FAS 
121"), Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed Of, the Company reviews for the impairment of long-
lived assets and certain identifiable intangibles whenever events or changes 
in circumstances indicate that the carrying amount of an asset may not be 
recoverable.   Under FAS 121, an impairment loss would be recognized when 
estimated future cash flows expected to result from the use of the asset and 
its eventual disposition is less than its carrying amount.   No such 
impairment losses have been identified by the Company.

Recent pronouncements:
In 1996 Financial Accounting Standards No. 125 (FAS 125) Accounting for 
Transfer and Servicing of Financial Assets and Extinguishments of Liabilities 
was issued, FAS 125 is effective for transfers and servicing of liabilities 
occurring after December 31, 1996.  The Company has adopted FAS 125 in 1997.   
However, adoption of FAS 125 does not have a material effect on the Company's 
financial position or operating results.  SFAS No. 130, "Reporting 
Comprehensive Income", establishes guidelines for all items that are to be 
recognized under accounting standards as components of comprehensive income 
to be reported in the financial statements.   The statement is effective for 
all periods beginning after December 15, 1997 and reclassification of 

<PAGE>14

financial statements for earlier periods will be required for comparative 
purposes.   To date, the Company has not engaged in transactions which would 
result in any significant difference between its reported net loss and 
comprehensive net loss as defined in the statement. 

Note 2. NOTE RECEIVABLE-TRADE

The Company has an unsecured trade note receivable from one of its 
customers. The note bears interest at 8% per annum and was due on November 
20, 1997.  The note has been extended to November 20, 1998.

Note 3.  CONTRACT RECEIVABLE

The Company has a secured contract receivable for subcontracted equipment and 
materials sold to a customer for the construction and operation of a car wash 
in Louisiana.   The amount due is payable on demand, interest free, and 
secured by a perfected lien on the underlying equipment and materials.

Note 4.  LAND

During 1997, the Company acquired 85.08 acres of land in St. Mary Parish,. 
Louisiana.   The land was acquired in exchange for 216,200 shares of $10 par 
value preferred stock and a note payable for $39,683.   The value of the land 
($469,151) was determined by discounting the estimated annual net cash flow 
of $40,000 to be received by the Company from the land's sugar crop 
production, using a 7% interest rate over a period of 25 years.  (see Notes 6 
and 7).

Note 5.  OPTIONS

The Company paid $2,500 and $1,500 for options to purchase the present office 
building and adjacent land for $160,000 and $110,000, respectively.  As of 
December 31, 1997 the options had not been exercised.  

Note 6.  NOTE PAYABLE

In conjunction with a transaction to acquire a tract of land in Louisiana 
(see Note 4), the Company issued a note payable to the sellers for $39,683.   
The note bears interest at 10% and is payable in four equal annual 
installments of principal plus accrued interest with the first payment due on 
October 15, 1998.   The note is secured by a perfected mortgage on the 
property.   At December 31, 1997 the total amount included accrued interest 
due on the note was $40,520. 

Note 7. STOCKHOLDERS' EQUITY

Common Stock:

During 1997, the Company issued 1,000,000 shares of its no par value common 
stock in a Section 504 Private Placement Offering.  The Company received cash 
aggregating $2,000 and subscriptions aggregating $998,000.

During 1996, the Company issued 500,000 shares of its no par value common 
stock for cash aggregating $90,000.

Preferred stock:

During December, 1993 the Company authorized 50,000,000 shares of $10 par 
value, non-voting, non-cumulative, non-participating, convertible 
preferred stock.   During 1997, the Company issued 216,200 shares of this 
preferred stock in exchange for 85.08 acres of land in St. Mary Parish, 
Louisiana.   The value assigned to this preferred stock for its part as 
consideration for the land was $429,468 resulting in a discount from par 
value of $1,732,532 (see Note 4).
                    
Note 8. INCOME TAXES                  

Deferred income taxes may arise from temporary differences resulting from 
income and expense items reported for financial accounting and tax 
purposes in different periods. Deferred taxes are classified as current or 
non-current, depending on the classification of assets and liabilities to 
which they relate. Deferred taxes arising from temporary differences that 
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are 
expected to reverse. The deferred tax asset of approximately $136,000 
resulting from the loss carryforward described below has been fully 
reserved.

The Company currently has net operating loss carryforwards aggregating 
approximately $630,000 which expire from 2005 through 2011.
	
Note 9. RELATED PARTY TRANSACTIONS

The Company has a month to month agreement to operate a car wash owned by 
an entity controlled by the Company's majority shareholder. The Company 
pays a monthly rental of $1,100 for which it receives all revenues from 
the car wash and is responsible for its operating expenses.
                      


<PAGE>15

At December 31, 1995 the Company had advanced $52,000 as a deposit on an 
option to purchase certain equipment used in a manufacturing operation for 
an aggregate purchase price of $285,000.  The option expired on April 20, 
1996, however a related company under common control agreed to credit the 
Company $52,000 against an outstanding note payable to this related 
company and resume the negotiations on behalf of the Company.  The net 
amount due from this related Company is $32,583, has been included in due 
from related parties on the balance sheet and is expected to be received 
in the current period.

In addition the Company has been advanced an aggregate of $99,674 in 
working capital funds by certain shareholders. The advances are to be 
repaid in July, 1998 and bear interest at 8%.

Note 10. BASIS OF PRESENTATION

The accompanying financial statements have been prepared on a "going 
concern" basis which contemplates the realization of assets and the 
liquidation of liabilities in the ordinary course of business. 

The Company has incurred operating losses during the periods ended 
December 31, 1997, and 1996, aggregating $232,001, and $19,641 and had 
negative working capital of $78,142 during the year ended December 31, 1997, 
and had positive working capital of $139,221 at December 31, 1996.

Profitable operations are dependent upon, among other factors, the 
Company's ability to obtain equity or debt financing and the Company's 
ability to finance, manage, and construct car wash operations and complete 
the acquisition of the manufacturing equipment described above.

The Company is unable to project a level of revenue which would allow a 
reversal of its history of operating losses in the near future. In this 
regard the  Company  has  undertaken the  raising  of  additional equity 
capital. The Company's continued operations are dependent upon obtaining 
financing.
                     
Note 7. COMMITMENTS AND CONTINGENCIES

The Company had leased its office facilities on a month to month basis at a 
monthly rental of $645. During February, 1997 the Company moved into a new 
office facility under the terms of an operating lease agreement. The lease 
agreement  expires on  February 1, 2000  and requires minimum monthly lease 
payments of $1,200, $1,400 and $1,600 during the three year term of the 
lease. Rent expense was $16,241 and $7,740 for each year ended December 31, 
1997 and 1996.  In addition, the lease contains an option to purchase the 
office facility and the attached land for a price of $160,000.



<PAGE>16                      
                          PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers of the Company

The following table sets forth the names and ages of all directors and 
executive officers of the Company and all persons nominated or chosen to 
become a director, indicating all positions and offices with the Company held 
by each such person and the period during which he has served as a director:

<TABLE>
<CAPTION>
Name                       age               Position                            Since
<S>                        <C>                 <C>                                <C> 
Anatole J. Plaisance<F1>   63                President and Director              December, 1993
Michael Yates              43                Vice President                      December, 1993
C. Lynn White              54                Director and Chairman of      
                                             the Board                           December, 1993
Julian P. Rish             60                Sec./Treas., Director               December, 1993
Claud Hallmark             66                Director                            December, 1993
Walter J. Lark, Jr.        46                Director                            December, 1996
</TABLE>

[FN]
<F1>Mr. Plaisance resigned as President on April 20, 1998 and Mr. Michael Yates 
has been Acting President since that date.

Each officer will hold office until the first meeting of the Board of 
Directors following the Special Meeting in Lieu of Annual Meeting and until 
his successor shall have been duly elected and qualified, or until he shall 
have resigned or been removed as provided by the By-Laws.

Identification of Certain Significant Employees.   The Company does not 
employ any person who make or are expected to make significant contributions 
to the business of the Company.

Family Relationships.   There are no family relationships between any 
director or executive officer or person nominated or chosen by the Company to 
become a director or executive officer.

Business Experience.   The following is a brief account of the business 
experience during at least the past five years of the directors and executive 
officers, indicating their principal occupations and employment during that 
period, and the names and principal businesses of the organizations in which 
such occupations and employment were carried out.

Anatole J. Plaisance.  Mr. Plaisance is currently a Director of the Company.   
Mr. Plaisance obtained a Bachelor of Arts Degree in Political Science and 
History from the University of Southwestern Louisiana in May, 1987.  He had 
previously attended that university from 1956-1958.   In June, 1991, Mr. 
Plaisance obtained an LL.B. decree from Louisiana State University, Law 
School and obtained his Juris Doctor Degree from that law school in December, 
1968.  From 1980 to 1992, Mr. Plaisance was a sole practitioner specializing 
in the general practice of law, trial advocacy and legal support in 
preparation for trial.    From 1963 to 1980, Mr. Plaisance practiced law in 
the law firm of Plaisance & Franques in Lafayette, Louisiana.

Michael Yates.  Mr. Yates is currently Acting President, Vice President and a 
Director of the Company.   Mr. Yates has been in charge of shipping and 
receiving at Windsor Court Hotels, Inc. from 1986 to 1996.   At present, Mr. 
Yates is employed as a vice president of Marbane Construction Company, a 
related company.

C. Lynn White.  Mr. White is currently Chairman of the Board of Directors for 
the Company.   He obtained a masters of business administration from the 
University of Missouri in 1966.   From 1966 to 1984, Mr. White worked in 
several management and coordinator positions with Exxon USA and its overseas 
affiliates.    Since 1984, Mr. White has worked as a real estate broker and 
is President and principal shareholder of Commercial Real Estate Counsel Co., 
a commercial investment real estate company.  Mr. White is a North Carolina 
license real estate broker and is involved in the development of Pandemonium, 
Inc., a family entertainment complex near Charlotte, NC.   He is also 
currently a partner and was the developer of American Store & Lock No. 2, a 
60,000 square foot self storage facility on Wendover Road in Charlotte, NC.   
In addition, Mr. White is a partner in the ownership of several other local 
real estate projects.

Julian P. Rish.   Mr. Rish is currently a Director of the Company.   Mr. Rish 
obtained a Bachelor of Science degree in education and science in 1959 from 
Louisiana State University.  In 1972, Mr. Rish started and has since 
controlled Riba Executive Suites, which currently owns and leases office 
space in four buildings in Baton Rouge, Louisiana and three buildings in Lake 
Charles, Louisiana along with one residential unit.   In 1985, Mr. Rish 
obtained co-controlling interest in National Shoe Warehouse, a name brand 
discount retail shoe company which operated nine outlets in three states.  
Several outlets have been closed due to the failing economy in the primary 
trade area.



<PAGE>17 

Walter J. Lark.   Mr. lark is currently a Director of the Company.   Mr. Lark 
obtained a Bachelor of Science degree in Business Administration-Marketing in 
1972 from the University of Southwestern Louisiana.   From 1973 through 1983, 
Mr. Lark was a sales representative for industrial sales companies.   Since 
1984, Mr. Lark has been self-employed in the real estate industry and holds 
the designations "CCIM" and CRS.


Claud Hallmark.   Mr. Hallmark is currently a Director of the Company.   
Since 1966, Mr. Hallmark has worked in various management positions of 
Allright Corporation and its subsidiaries.   In 1978, Mr. Hallmark was 
promoted to Senior Vice President of Allright Corporation and is a member of 
the Board of Directors with responsibility for twenty two (22) cities.   From 
1990 to the present, Mr. Hallmark has been President and Chairman of the 
Board of the Louisiana Law Journal, Inc. and Law Review Access, Inc.	

Directorships.   No director or nominee for director holds a directorship in 
any other company with a class of securities registered pursuant to Section 
12 of the Securities Exchange Act of 1934 or subject to the requirements of 
Section 15(d) of such Act or any company registered as an investment company 
under the Investment Company Act of 1940.

ITEM 10.  EXECUTIVE COMPENSATION

During fiscal 1997, and as of the date of filing this report, no compensation 
has been paid, nor have there been compensation arrangements or plans, other 
than what has been indicated below.

Remuneration.   No material remuneration has been paid or accrued by the 
Company, to or on behalf of the Company's Chief Executive Officer and the 
Company's four most highly compensated executive officers determined as of 
the end of each of the last three years.   The services provided by these 
individuals have been limited and the value of these services would not have 
a material effect on the Company's financial statements.   Mr. Plaisance 
received a nonmaterial amount for legal services performed on behalf of the 
Company.

Compensation Pursuant to Plans.   The Company has no plan pursuant to which 
cash or non-cash compensation was paid or distributed during the last fiscal 
year, or is proposed to be paid or distributed in the future, to the 
individuals and group described above in this Item.

Compensation of Directors.   Directors of the Company who are not employees 
of the Company may receive a fee of $250 per meeting for their attendance at 
meetings of the Company's Board of Directors, and are entitled to 
reimbursement for reasonable travel expenses.  

Termination of Employment and Change of Control Arrangement.   Except as 
noted in the next paragraph, the Company has no compensatory plan or 
arrangements, including payments to be received from the Company, with 
respect to any individual named above in this Item, for the latest or the 
next preceding fiscal year, if such plan or arrangement results or will 
result from the resignation, retirement or any other termination of such 
individual's employment with the Company, or from a change in control of the 
Company or a change in the individual's responsibilities following a change 
in control.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 1997, the following persons were officers or directors of 
the Company or were known by the Company to own or control beneficially more 
than five percent of the Company's common stock, no par value:

<TABLE>
<CAPTION>
                                 Amount and Nature                      Percent
Name and Address of                 Beneficial                             of
Beneficial Owner                    Ownership                             Class
<S>                                    <C>                                 <C>
Michael A.  Yates(1)                                       4,870,682                          63.84%
75240 Tom Meyers Rd
Covington, LA 70433

C. Lynn White                           555,270                            .72%
400 Columbine Circle
Charlotte, NC 28211

Claud Hallmark(2)                                                 475,588                           6.23%
442 Canal Street, Suite 200
New Orleans, LA 70130

Walter J. Lark                           60,000                            .79%
180 Bertel Drive
Lovington, LA 70433

Julian Rish                              15,000                            .20%
1907 Roseneath Drive
Baton Rouge, LA 70806

<PAGE>18

Anatole J. Plaisance                          0                              0%
5233 Blair Lane, Apt. B
Baton Rouge, LA 70809-3668

All Directors and Officers 
   as a group (6)                     5,976,540                           71.79%
</TABLE>

 (1)Includes 4,870,682 shares owned by American National Corp., which Mr. Yates 
serves as President.  American National Corp. owns Marbane Construction 
Company, which owns 313,430 shares of the Company.
(2)Includes 313,430 shares owned by Marbane Construction Company, which Hr. 
Hallmark serves as Vice President.

Changes in Control.   There are no arrangements, known to the Company, 
including any pledge by any person of securities of the Company, the 
operation of which may at a subsequent date result in a change of control of 
the Company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has a month to month agreement to operate a car wash owned by 
an entity controlled by the Company's majority shareholder. The Company 
pays a monthly rental of $1,100 for which it receives all revenues from 
the car wash and is responsible for its operating expenses.
                      
At December 31, 1995 the Company had advanced $52,000 as a deposit on an 
option to purchase certain equipment used in a manufacturing operation for 
an aggregate purchase price of $285,000.  The option expired on April 20, 
1996, however a related company under common control agreed to credit the 
Company $52,000 against an outstanding note payable to this related 
company and resume the negotiations on behalf of the Company.  The net 
amount due from this related Company is $32,583, has been included in due 
from related parties on the balance sheet and is expected to be received 
in the current period.

In addition the Company has been advanced an aggregate of $99,674 in 
working capital funds by certain shareholders. The advances are to be 
repaid in July, 1998 and bear interest at 8%.

Indebtedness of Management.   No director or executive officer of the 
Company, nominee for election as a director, any member of the immediate 
family of such persons, the corporation or organization (other than the 
Company) of which any of such persons is an executive officer or partner or 
is, directly or indirectly, the beneficial owner of 10% or more of any class 
of equity securities, or any trust or other estate in which any of such 
persons has a substantial beneficial interest or as to which such person 
serves as a trustee or in a similar capacity, has been indebted to the 
Company at any time since the beginning of the Company's last fiscal year in 
an amount in excess of $60,000.  


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Financial Statements and Schedules

The following financial statements and schedules are filed as part of this 
report:

Report of Independent Public Auditors...................................8
Balance Sheet...........................................................9
Statement of Operations................................................	10
Statement of Stockholder's Equity......................................	11
Statement of Cash Flows ...............................................	12
Notes to Financial Statements .........................................	13

Schedules Omitted:  All schedules other than those shown have been omitted 
because they are not applicable, not required, or the required information is 
shown in the financial statements or notes thereto.



<PAGE>19

(b)  List of Exhibits

The following of exhibits are filed with this report:

 (3.0)  Articles of Incorporation and Bylaws, as amended, incorporated by 
reference to Form S-18, Commission File Number 33-26899D 
(3.1)  Amendment to Articles of Incorporation incorporated by reference to 
Form S-18, Commission File Number 33-26899D
(4.1)  Warrant Agreement incorporated by reference to Post Effective 
Amendment to Form S-18
(4.2)  Specimen Common Stock incorporated by reference to Post Effective 
Amendment to Form S-18;
(4.3) Specimen Warrant Certificate incorporated by reference to Post 
Effective Amendment to Form S-18;
(10.1) Agreement in Principal dated April 17, 1990, re: license by Aspen Wind 
to the Company incorporated by reference to Form 8-K filed April 17, 1990.
(10.2) Conversion Agreement dated September 27, 1990 incorporated by 
reference to March 31, 1991 Form 10-K;
(10.3) Amendment No. 1 to Conversion Agreement dated March 21, 1991 
Incorporated by reference to March 31, 1992 Form 10-K.
(10.4) Agreement between the Company and Aspen Wind, Inc., dated March 19, 
1992 incorporated by reference to Form 8-K filed June 29, 1993.
(10.5) Agreement and Plan of Reorganization between the Company and Best of 
America Car Wash Systems, Inc. incorporated by reference to Form 8-K filed 
December 27, 1993.

Reports filed on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter of the Company's 
fiscal year ended December 31, 1997.


<PAGE>20
                        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)  of the Securities 
Exchange Act of 1934, as amended, the Registrant has duly caused this Report 
to be signed on its behalf by the undersigned duly authorized person.

Date: July 16, 1998                 BEST OF AMERICA CORPORATION


                                   /S/ Michael A. Yates
                                   -------------------
                                   By: Michael A. Yates, Acting President

Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, this report has been signed below by the following persons on behalf 
of the Registrant and in the capacities and on the dates indicated.

Date:  7/16/98


Date:   7/16/98

/S/ MICHAEL A. YATES
-------------------------------------
Michael A. Yates
Acting President, Vice-President


Date:   7/16/98

/S/ Anatole J. Plaisance
-------------------------------------
Anatole J. Plaisance
Director

Date:   7/16/98

/S/ JULIAN P. RISH
-------------------------------------
Julian P. Rish
Secretary/Treasurer and Director
(Chief Financial Officer and Controller)

Date:  7/16/98

/S/ C. LYNN WHITE
--------------------------------------
C. Lynn White
Director


Date: 7/16/98

/S/ WALTER M. LARK
---------------------------------------
Walter R. Lark
Director


Date:  7/16/98

/S/ CLAUD HALLMARK
----------------------------------------
Claud Hallmark
Director