UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X}  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                         Commission File Number 0-21703


                         STYLING TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             DELAWARE                                          75-2665378
   -------------------------------                         ------------------
   (State or Other Jurisdiction of                          (I.R.S. Employer
    Incorporation or Organization)                         Identification No.)


  2390 EAST CAMELBACK ROAD SUITE 435 
          PHOENIX, ARIZONA                                       85016
----------------------------------------                      ----------
(address of principal executive offices)                      (zip code)


                                 (602) 955-3353
              ----------------------------------------------------
              (registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X]  No [ ]

The number of shares of the  issuer's  class of  capital  stock as of the latest
practicable  date, is as follows:  3,948,703 Shares of Common Stock,  $.0001 par
value, as of November 14, 1997.

<PAGE>
                         STYLING TECHNOLOGY CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets -
          December 31, 1996 and September 30, 1997 ...................   3

        Condensed Consolidated Statements of Operations -
          Three Months ended September 30, 1996 (Predecessors) 
          and Three Months ended September 30, 1997...................   4

        Condensed Consolidated Statements of Operations -
          Nine Months ended September 30, 1996 (Predecessors)
          and Nine Months ended September 30, 1997....................   5

        Condensed Statements of Cash Flows - Predecessors -
          Nine Months ended September 30, 1996........................   6

        Condensed Consolidated Statement of Cash Flows -
          Nine Months ended September 30, 1997........................   7

        Notes to Condensed Consolidated Financial Statements..........   8

Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations..........................  10

PART II.   OTHER INFORMATION..........................................  14

Item 1. Legal Proceedings.............................................  14

Item 2. Changes in Securities.........................................  14

Item 3. Defaults Upon Senior Securities...............................  14

Item 4. Submission of Matters to a Vote of Security Holders...........  14

Item 5. Other Information.............................................  14

Item 6. Exhibits and Reports on Form 8-K..............................  14

                                       2
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                         STYLING TECHNOLOGY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                                                                
                                                   December 31,    September 30,
                                                      1996             1997     
                                                   ------------    -------------
                                                                   (Unaudited) 
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                         $ 4,492,000    $ 1,389,000
  Accounts receivable, net of allowance for
   doubtful accounts of $427,000 at December
   31, 1996 and September 30, 1997                    1,640,000      8,596,000
  Inventories, net                                    2,635,000      4,601,000
  Prepaid expenses and other current assets             292,000      1,308,000
                                                    -----------    -----------
       Total current assets                           9,059,000     15,894,000
                                                    -----------    -----------
PROPERTY AND EQUIPMENT, net                           1,125,000      1,559,000

GOODWILL AND OTHER                                   22,050,000     43,880,000
                                                    -----------    -----------
       Total assets                                 $32,234,000    $61,333,000
                                                    ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                  $ 3,000,000    $ 2,819,000
  Accrued liabilities                                 1,518,000      2,981,000
  Current portion of long-term debt                      83,000      3,100,000
                                                    -----------    -----------
       Total current liabilities                      4,601,000      8,900,000
                                                    -----------    -----------
LONG-TERM DEBT, less current portion                  2,316,000     23,792,000
                                                    -----------    -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.0001 par value, 1,000,000
    shares authorized, no shares issued
    and outstanding                                          --             --
  Common stock, $.0001 par value, 10,000,000
    shares authorized, 4,756,554 shares issued
    and 3,948,703 outstanding at December 31, 1996;
    and September 30, 1997                                1,000          1,000
  Additional paid-in capital                         27,455,000     27,866,000
  Retained earnings (deficit)                          (339,000)     2,574,000
  Treasury stock                                     (1,800,000)    (1,800,000)
                                                    -----------    -----------
       Total stockholders' equity                    25,317,000     28,641,000
                                                    -----------    -----------
       Total liabilities and stockholders' equity   $32,234,000    $61,333,000
                                                    ===========    ===========
              The accompanying notes are an integral part of these
                     condensed consolidated balance sheets.

                                       3
<PAGE>
                         STYLING TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                              
                              
                                   Predecessor's Three Months Ended      
                                         September 30, 1996                | Three Months
                              -------------------------------------------  |    Ended
                                             Body                          | September 30,
                                 Gena       Drench        JDS      KII     |     1997
                              ----------  ----------   --------  --------  | -----------
<S>                           <C>         <C>          <C>       <C>        <C>        
NET SALES                     $2,401,000  $1,705,000   $775,000  $295,000  | $10,669,000
                                                                           |
COST OF SALES                  1,337,000   1,063,000    356,000   135,000  |   4,867,000
                              ----------  ----------   --------  --------  | -----------
   Gross profit                1,064,000     642,000    419,000   160,000  |   5,802,000
                                                                           |
SELLING, GENERAL AND                                                       |
  ADMINISTRATIVE EXPENSES        672,000   1,001,000    373,000   158,000  |   3,574,000
                              ----------  ----------   --------  --------  | -----------
   Income from operations        392,000    (359,000)    46,000     2,000  |   2,228,000
                                                                           |
INTEREST EXPENSE (INCOME) AND                                              |
OTHER, NET                            --      60,000    (63,000)   27,000  |     777,000
                              ----------  ----------   --------  --------  | -----------
   Income (loss) before                                                    |
   income taxes                  392,000    (419,000)   109,000   (25,000) |   1,451,000
                                                                           |
PROVISION FOR (BENEFIT FROM)                                               |
INCOME TAXES                     124,000    (159,000)    41,000        --  |     623,000
                              ----------  ----------   --------  --------  | -----------
                                                                           |
   Net income (loss)          $  268,000  $ (260,000)  $ 68,000  $(25,000) | $   828,000
                              ==========  ==========   ========  ========  | ===========
WEIGHTED AVERAGE SHARES                                                    |
 OUTSTANDING:                                                              |
 Primary                                                                   |   4,146,000
 Fully diluted                                                             |   4,209,000
                                                                           |
NET INCOME PER COMMON SHARE:                                               |
  Primary                                                                  | $       .20
                                                                           | ===========
  Fully diluted                                                            | $       .20
                                                                           | ===========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       4
<PAGE>

                         STYLING TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                             
                             
                                     Predecessor's Nine Months Ended        
                                           September 30, 1996                  | Nine Months
                              ----------------------------------------------   |    Ended
                                            Body                               | September 30,
                                 Gena      Drench        JDS          KII      |    1997
                              ----------  ---------   --------      --------   | -----------
<S>                           <C>         <C>         <C>          <C>           <C>        
NET SALES                     $6,753,000  $8,291,000  $2,440,000   $1,031,000  | $25,585,000
                                                                               |
COST OF SALES                  3,873,000   4,528,000   1,031,000      478,000  |  11,347,000
                              ----------  ----------  ----------   ----------  | -----------
   Gross profit                2,880,000   3,763,000   1,409,000      553,000  |  14,238,000
                                                                               |
SELLING, GENERAL AND                                                           |
  ADMINISTRATIVE EXPENSES      2,050,000   3,403,000   1,301,000      487,000  |   8,305,000
                              ----------  ----------  ----------   ----------  | -----------
   Income from operations        830,000     360,000     108,000       66,000  |   5,933,000
                                                                               |
INTEREST EXPENSE (INCOME) AND                                                  |
OTHER, NET                        30,000      69,000     (44,000)      66,000  |     951,000
                              ----------  ----------  ----------   ----------  | -----------
   Income  before income                                                       |
   taxes                         800,000     291,000     152,000           --  |   4,982,000
                                                                               |
PROVISION FOR INCOME TAXES       268,000     111,000      58,000           --  |   2,069,000
                              ----------  ----------  ----------   ----------  | -----------
   Net income                 $  532,000  $  180,000  $   94,000   $       --  | $ 2,913,000
                              ==========  ==========  ==========   ==========  | ===========
WEIGHTED AVERAGE SHARES                                                        |
 OUTSTANDING:                                                                  |
  Primary                                                                      |   4,092,000
  Fully diluted                                                                |   4,180,000
                                                                               |
NET INCOME PER COMMON SHARE:                                                   |
  Primary                                                                      | $       .71
                                                                               | ===========
  Fully diluted                                                                | $       .70
                                                                               | ===========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       5
<PAGE>

                         STYLING TECHNOLOGY CORPORATION
                CONDENSED STATEMENTS OF CASH FLOWS - PREDECESSORS
                      NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Body
                                                  Gena       Drench        JDS         KII
                                               ---------   ----------   --------    --------
<S>                                            <C>        <C>           <C>         <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                   $ 532,000  $   180,000   $  94,000   $      --
  Adjustments to reconcile net income to net
   cash used in operating activities-
     Depreciation and amortization               344,000       87,000      10,000      20,000
  Changes in assets and liabilities-
     Accounts receivable                          72,000     (628,000)     37,000     (29,000)
     Inventory                                   281,000    1,026,000     (24,000)     30,000
     Prepaids and other assets                  (172,000)     138,000     (18,000)      2,000
     Accounts payable and
      accrued liabilities                        (99,000)     419,000      43,000      98,000
                                               ---------  -----------   ---------   ---------
       Net cash provided by operating
        activities                               958,000    1,222,000     142,000     119,000
                                               ---------  -----------   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property, plant and equipment    (202,000)     (15,000)      3,000          --
                                               ---------  -----------   ---------   ---------

       Net cash used in investing activities    (202,000)     (15,000)      3,000          --
                                               ---------  -----------   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Note Payable                                  (274,000)          --          --          --
  Bank Overdraft                                      --     (165,000)         --          --
  Payments of long-term debt                      82,000           --     (87,000)   (215,000)
  Net payments to parent                              --   (1,042,000)         --          --
                                               ---------  -----------   ---------   ---------
       Net cash used in financing activities    (192,000)  (1,207,000)    (87,000)   (215,000)
                                                                          
INCREASE IN CASH                                 564,000           --      58,000     (96,000)

CASH, beginning of period                             --           --      27,000      96,000
                                               ---------  -----------   ---------   ---------
CASH, end of period                            $ 564,000  $        --   $  85,000   $      --
                                               =========  ===========   =========   =========
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       6
<PAGE>

                         STYLING TECHNOLOGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      NINE MONTHS ENDED SEPTEMBER 30, 1997
                                   (UNAUDITED)


CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                $  2,913,000
  Adjustments to reconcile net income to net cash used in
    operating activities -
      Depreciation and amortization                            1,147,000
      Interest accretion on note payable                         128,000
    Changes in assets and liabilities -
      Accounts receivable                                     (5,758,000)
      Inventory                                                  293,000
      Prepaid  expenses and other assets                        (559,000)
      Accounts payable and accrued liabilities                  (904,000)
                                                            ------------

         Net cash used in operating activities                (2,740,000)
                                                            ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of acquired businesses, net of cash acquired      (22,130,000)
  Purchases of property, plant & equipment                      (333,000)

         Net cash used in investing activities               (22,463,000)
                                                            ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of long term debt                                   (854,000)
  Proceeds from credit facility, net of financing costs       22,954,000

         Net cash provided by financing activities            22,100,000
                                                            ------------
DECREASE IN CASH AND CASH EQUIVALENTS                         (3,103,000)

CASH AND CASH EQUIVALENTS, beginning of period                 4,492,000
                                                            ------------

CASH AND CASH EQUIVALENTS, end of period                    $  1,389,000
                                                            ============


              The accompanying notes are a integral part of these
                  condensed consolidated financial statements.

                                       7
<PAGE>
                         STYLING TECHNOLOGY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. FORMATION OF THE COMPANY

   ACQUISITIONS AND INITIAL PUBLIC OFFERING

Styling Technology  Corporation (the Company) was formed in June 1995. From June
1995 through November 26, 1996, the Company conducted no operations and its only
activities  related to negotiating  acquisitions and related  financing.  During
November 1996, the Company  completed an initial public  offering (the Offering)
of 3,115,852 shares of its common stock. Simultaneously with the consummation of
the Offering,  the Company  acquired in separate  transactions  four  businesses
(collectively,  the  Acquired  Businesses)  that  develop,  produce,  and market
professional salon products.

The Company  acquired all of the outstanding  stock of Gena  Laboratories,  Inc.
(Gena) and JDS Manufacturing  Co., Inc. (JDS) and certain assets and liabilities
of the Body  Drench  Division  of Designs by  Norvell,  Inc.  (Body  Drench) and
Kotchammer  Investments,  Inc.  (KII).  The  cost  of the  Acquired  Businesses,
including direct acquisition costs, was approximately $22,900,000.  The combined
purchase  price was funded with  approximately  $20,800,000 in cash from the net
proceeds of the  Offering,  and  approximately  $2,100,000  of seller  carryback
financing  and issuance of common stock.  The  acquisitions  were  accounted for
using the purchase method of accounting. The historical financial results of the
individual  Acquired  Businesses are presented for  comparative  purposes as the
predecessors of the Company.

Immediately  following  the  purchase of the  Acquired  Businesses,  the Company
commenced operations on November 27, 1996. After the purchase, the Company began
consolidating its operations,  negotiated a new  manufacturing  agreement with a
major  supplier,  met with major  customers to discuss its new marketing  plans,
strengthened its distribution  network,  and established its  infrastructure and
organization  for the  future  growth  of  existing  operations  and for  future
acquisitions.

During March 1997, the Company acquired inventory and other assets of the Utopia
line  of  high-end  tanning  products  from  Creative  Laboratories,   Inc.  for
approximately $350,000.  Effective June 26, 1997, the Company acquired U.K. ABBA
Products,  Inc., a producer and marketer of an  aromatherapy-based  line of hair
products, for $20,000,000 (see Note 3).

NOTE 2. BASIS OF PRESENTATION

The  consolidated  financial  statements  included  herein  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
The statements  presented do not include all information and footnotes  required
to be in conformity with generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included. Results of operations in interim periods are not necessarily
indicative of results for a full year. These consolidated  financial  statements
and notes thereto should be read in conjunction with the Company's  consolidated
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K for the year ended December 31, 1996. The  preparation of financial

                                       8
<PAGE>

statements in accordance with generally accepted accounting  principles requires
management to make estimates and  assumptions.  Such  estimates and  assumptions
affect the reported  amounts of assets and  liabilities as well as disclosure of
contingent  assets and liabilities at the date of the accompanying  consolidated
financial  statements,  and the  reported  amounts of the  revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

NOTE 3. ACQUISITION OF U.K. ABBA PRODUCTS, INC.

Effective June 26, 1997, the Company  acquired all of the issued and outstanding
capital stock of U.K. ABBA Products,  Inc.,  (ABBA), a producer of a proprietary
line of aromatherapy-based  professional hair care products.  The Company paid a
purchase  price of  $20,000,000  for the  stock of ABBA.  This  transaction  was
accounted for using the purchase method of accounting.

The  following  unaudited  pro forma  summary  includes the combined  results of
operations  of the Company and ABBA as if the  acquisition  had  occurred at the
beginning  of 1997,  after  giving  effect  to  certain  pro  forma  adjustments
permitted by the disclosure  requirements of Accounting Principles Board Opinion
No. 16,  BUSINESS  COMBINATIONS.  These  adjustments  include only the effect of
amortization  of goodwill,  interest  expense  that would have been  incurred to
finance the purchase and the estimated related income tax effects. The pro forma
financial  data  is for  informational  purposes  only,  and is not  necessarily
indicative  of the  results  of  operations  as they  would  have  been  had the
transaction  been  effected  on  January 1,  1997,  and is also not  necessarily
indicative of future operating results.

For the six months  ended June 30, 1997,  pro forma net sales were  $20,658,000,
income from  operations was  $3,724,000,  net income was $1,297,000 and earnings
per share was $0.32.

In connection with the acquisition of ABBA, the Company entered into a six-year,
$28.0 million senior credit facility (the Credit Facility) with a group of banks
for whom Credit Agricole  Indosuez acted as agent. The Credit Facility  consists
of Term Loan A, Term Loan B and a Revolving  Credit  Facility.  Term Loan A is a
$13.0  million  term loan  maturing  in June 2002 with  principal  and  interest
payable quarterly,  at the agent's prime rate plus 1.50% (10.0% at September 30,
1997).  Term  Loan B is a $10.0  million  term loan  maturing  in June 2003 with
principal  and interest  payable  quarterly at the agent's prime rate plus 2.00%
(10.5% at September 30, 1997). The Revolving  Credit Facility,  which matures in
June 2002,  provides for up to $5.0 million in  borrowings  that may be used for
general  corporate  purposes,   including  working  capital,   acquisitions  and
repayment of existing indebtedness. Interest is payable quarterly at the agent's
prime rate plus 1.50% (10.0% at September 30,  1997).  As of September 30, 1997,
there was $1.5 million  outstanding  under the Revolving Credit Facility.  Under
the Credit  Facility,  the Company may prepay all or part of the loan amounts at
any time, without penalty. As a part of the financing, the Company has granted a
security  interest in substantially all of its assets to the agent, and recorded
approximately  $2.0 million in loan costs  (including  the fair value of 150,000
market value warrants  issued to the agent),  which are being amortized over the
maturity period of the Credit Facility.

                                       9
<PAGE>

NOTE 4.  INVENTORY

Inventories consist of the following at:

                                       September 30,      December 31,
                                           1997              1996
                                       -------------      ------------
                                        (Unaudited)

   Raw materials & work-in-process      $1,262,000        $1,325,000

   Finished goods                        3,339,000         1,310,000
                                        ----------        ----------
                                        $4,601,000        $2,635,000

NOTE 5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting  Standard  No.  128,  (SFAS  No.  128),  EARNINGS  PER  SHARE,  which
established a new  accounting  principle for  accounting for earnings per share.
SFAS No. 128 is effective for the Company's fiscal year ended December 31, 1998.
When adopted,  SFAS No. 128 will require restatement of prior years' earning per
share.  The pro forma SFAS No.  128  earnings  per share is as  follows  for all
periods presented.
                          Three Months      Nine Months
                              Ended            Ended
                          September 30,    September 30,
                              1997             1997
                          -------------    -------------
        Basic EPS            $ .21            $ .74
        Diluted EPS            .20              .71


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

INTRODUCTION

        The Company develops,  produces, and markets high-end professional salon
products,  including  hair care,  nail care,  and skin and body care products as
well as salon appliances and salonwear. The Company sells its products primarily
to beauty and tanning supply  distributors and, to a lesser extent,  directly to
spas, resorts, health and country clubs, beauty salon chains, and hair, nail and
tanning  salons  throughout  the  United  States as well as in  Canada,  Europe,
Argentina,  Australia, and New Zealand. The Company offers a diversified line of
well-established,  brand-name professional salon products that have been popular
in the professional salon products industry for more than 10 years.

          The  Company  was  founded in June 1995 and  commenced  operations  on
November  26,  1996.  On that date,  simultaneous  with the  consummation  of an
initial public offering,  the Company acquired four professional  salon products
businesses  (the  Acquired  Businesses)  that,  on  a  combined  basis,  have  a
diversified line of well-established,  brand-name salon products. In March 1997,

                                       10
<PAGE>
the Company  acquired the Utopia line of premium tanning  products from Creative
Laboratories,  Inc.  Effective  June 26, 1997,  the Company  acquired  U.K. ABBA
Products,  Inc. (ABBA), a producer and marketer of an aromatherapy-based line of
hair products, for $20,000,000.

        Except for the historical  information  contained herein, the discussion
in this Report contains or may contain  forward-looking  statements that involve
risks and  uncertainties.  The Company's actual results could differ  materially
from those  discussed  here.  Factors  that could  cause or  contribute  to such
differences  include, but are not limited to, those discussed herein, as well as
those factors  discussed under "Special  Considerations"  contained in Item 1 of
the Company's Form 10-K for the fiscal year ended December 31, 1996.  Historical
results are not  necessarily  indicative of trends in operating  results for any
future period.

RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997

        The Company  earned net income of  $828,000, or $0.20 per share, for the
three  months  ended  September  30,  1997.  The  Company  earned  net income of
$2,913,000,  or $0.71 per share,  for the nine months ended  September 30, 1997.
These results mark  significant  improvement  over the operating  results of the
Acquired  Businesses during the same period in 1996. The Company  attributes the
improvement  in net income during the three and nine months ended  September 30,
1997  primarily  to the  successful  implementation  of a key  component  of its
business  strategy,  the  enhancement of operating  efficiencies of the Acquired
Businesses and subsequent acquisitions. Prior year financial information for the
Acquired  Businesses  presented  and  discussed  herein  excludes the  operating
results of Utopia and ABBA which were acquired during 1997.

        Net sales amounted to $10,669,000  for the three months ended  September
30,  1997,  compared  to  combined  net sales  for the  Acquired  Businesses  of
$5,176,000 for the three months ended  September 30, 1996. Net sales amounted to
$25,585,000 for the nine months ended  September 30, 1997,  compared to combined
net sales for the Acquired  Businesses of $18,515,000  for the nine months ended
September 30, 1996.  The  $7,070,000,  or 38%,  increase in sales was partly the
result of increased  sales of the Company's  Body Drench,  Gena, and JDS product
lines as compared to the sales achieved by the individual Acquired Businesses in
the same period  during  1996.  In  addition,  the three and nine  months  ended
September 30, 1997 include the  operating  results of ABBA from June 26, 1997 to
September 30, 1997. For the three months ended  September 30, 1997, net sales at
ABBA were higher than  expected  due to a  successful  launch of its  "Botanical
High" line of volumizing products and seasonal promotions which partially offset
the expected  seasonal impact of Body Drench's line of indoor tanning  products.
Shipments  related to the 1998 tanning  season are expected to begin in December
1997.

        Cost of sales  amounted to  $4,867,000,  or 46% as a  percentage  of net
sales, for the three months ended September 30, 1997, compared to $2,891,000, or
56% as a percentage  of the combined net sales of the Acquired  Businesses,  for
the  three  months  ended   September  30,  1996.  Cost  of  sales  amounted  to
$11,347,000,  or 44% as a  percentage  of net sales,  for the nine months  ended
September  30,  1997,  compared to  $9,910,000,  or 54% as a  percentage  of the
combined  net  sales  of the  Acquired  Businesses,  for the nine  months  ended
September 30, 1996. As a result of the  foregoing,  the Company  realized  gross
profit  for the three  months and nine  months  ended  September  30,  1997,  of
$5,802,000,  or  54%,  and  $14,238,000,  or  56%,  respectively,   compared  to
$2,285,000,  or 44%,  and  $8,605,000,  or 46%,  respectively,  realized  by the
Acquired  Businesses on a combined basis for the corresponding  periods in 1996.
This  improvement in gross margin  percentage is  attributable  primarily to the

                                       11
<PAGE>
negotiation of reduced product costs in December 1996 with the primary  supplier
of the  Company's  Body Drench  product line,  as well as the  consolidation  of
warehousing and production  functions of the Gena and Alpha 9/Omni product lines
at the Company's  Duncanville,  Texas facility. The decrease in gross margin for
the three  months  ended  September  30,  1997  compared  to prior  quarters  is
primarily  the result of the seasonal  impact of Body  Drench's  indoor  tanning
products.

        Selling, general, and administrative expenses were $3,574,000, or 33% as
a  percentage  of net sales,  for the three  months  ended  September  30, 1997,
compared to $2,204,000,  or 43% as a percentage of the combined net sales of the
Acquired  Businesses,  for the three months ended  September 30, 1996.  Selling,
general, and administrative expenses were $8,305,000,  or 32% as a percentage of
net sales, for the nine months ended September 30, 1997, compared to $7,241,000,
or 39% as a percentage of the combined net sales of the Acquired Businesses, for
the nine months ended September 30, 1996. This improvement in selling,  general,
and  administrative   expenses  as  a  percentage  of  net  sales  is  primarily
attributable to the elimination of duplicative  management and other  personnel,
the   consolidation  of  certain   accounting,   human   resources,   and  other
administrative functions of the Acquired Businesses and subsequent acquisitions,
and is  partially  offset  by  non-cash  goodwill  amortization  resulting  from
acquisitions and increased costs of operating as a public company.

        The  provision  for income  taxes for the three  months and nine  months
ended  September  30, 1997  amounted to $623,000 and  $2,069,000,  respectively,
which  represents  an  effective  tax  rate  of   approximately   43%  and  42%,
respectively.  The higher effective tax rate for the quarter ended September 30,
1997 is primarily  attributable to the income tax effect of goodwill  associated
with the ABBA acquisition.

        Earnings before interest, taxes, depreciation, and amortization (EBITDA)
was  $2,797,000  for the three months  ended  September  30,  1997,  compared to
$386,000 on a combined basis for the Acquired Businesses.  EBITDA was $8,132,000
for the nine months  ended  September  30,  1997,  compared to  $1,825,000  on a
combined basis for the Acquired  Businesses as a result of the factors described
above.  EBITDA is not  intended to  represent  net cash  provided  by  operating
activities as defined by generally accepted accounting principles and should not
be  considered  as an  alternative  to net income as an  indicator  of operating
performance  or to net cash  provided by  operating  activities  as a measure of
liquidity. The Company believes EBITDA is a measure commonly reported and widely
used  by  analysts,   investors,   and  other  interested  parties  who  monitor
performance  of companies  that employ a  consolidation  or "roll-up"  strategy.
Accordingly,  this  information  has  been  disclosed  herein  to  permit a more
complete comparative analysis of the Company's operating performance relative to
other consolidators.

LIQUIDITY AND CAPITAL RESOURCES

        The  Company's  working  capital  position  increased to  $6,994,000  at
September  30,  1997 from  $4,458,000  at December  31,  1996.  The  increase of
$2,536,000 is primarily due to the Company's  results of operations for the nine
months ended  September 30, 1997. The Company's  working capital at December 31,
1996 was primarily the result of the completion of an initial public offering in
November 1996,  which  resulted in net proceeds to the Company of  approximately
$27,200,000, reduced by the simultaneous distribution of the cash portion of the
purchase price of the Acquired  Businesses of approximately  $20,500,000 and the
repurchase of treasury shares from a founder of the Company for $1,800,000.

                                       12
<PAGE>

        During the nine months  ended  September  30,  1997,  the  Company  used
$2,740,000 of cash in operating  activities,  which resulted  primarily from the
increased  investment  in  accounts  receivable  and the  reduction  of accounts
payable and accrued  liabilities  of $5,758,000 and $904,000, respectively.  The
increased  investment  in accounts  receivable at September 30, 1997 is directly
related to a substantial  portion of sales for the quarter ending  September 30,
1997 occurring  during the month of September.  The month of September  included
initial  shipments from Body Drench's new Hydro  Balancing line of personal care
products as well as seasonal and other  promotions  generated in part from sales
activity at the industry's major distributor trade show in mid-August. The lower
accounts  receivable balance at December 31, 1996 was due to the Company's focus
on the  consolidation  of operations  following its initial public  offering and
simultaneous acquisition of the Acquired Businesses in November 1996 and did not
include receivables  subsequently  acquired in the Utopia and ABBA acquisitions.
The  reduction  of accounts  payable and accrued  liabilities  during the period
relates  primarily to the payment of liabilities  assumed in the  acquisition of
the Acquired  Businesses  as well as related  accrued  acquisition  and offering
costs.

        Effective  June 26,  1997,  the Company  acquired  all of the issued and
outstanding  capital stock of U.K. ABBA Products,  Inc., (ABBA), a producer of a
proprietary  line of  aromatherapy-based  professional  hair care products.  The
Company  paid a  purchase  price of  $20,000,000  for the  stock  of ABBA.  This
transaction was accounted for using the purchase method of accounting.

        In connection  with the  acquisition of ABBA, the Company entered into a
six-year,  $28.0 million  senior credit  facility (the Credit  Facility)  with a
group of banks for whom  Credit  Agricole  Indosuez  acted as agent.  The Credit
Facility  consists of Term Loan A, Term Loan B, and a Revolving Credit Facility.
Term Loan A is a $13.0  million term loan  maturing in June 2002 with  principal
and interest payable quarterly,  at the agent's prime rate plus 1.50% (10.0 % at
September 30,  1997).  Term Loan B is a $10.0 million term loan maturing in June
2003 with  principal  and interest  payable  quarterly at the agent's prime rate
plus 2.00% (10.5 % at September 30,1997).  The Revolving Credit Facility,  which
matures June 2002,  provides for up to 5.0 million in borrowing that may be used
for general  corporate  purposes,  including  working capital,  acquisitions and
repayment of existing indebtedness. Interest is payable quarterly at the agent's
prime rate plus 1.50% (10.0 % at September 30, 1997).  As of September 30, 1997,
there was $1.5 million outstanding under the Revolving Credit Facility.

        The Company's  line of credit,  current cash resources and expected cash
flows from  operations  are  expected  to be  sufficient  to fund the  Company's
capital needs during the next twelve months at its current level of  operations,
apart from capital needs resulting from acquisitions.  However,  the Company may
be required to obtain additional capital to fund its planned growth. The Company
plans  to  pursue  strategic  acquisitions  to  capitalize  on  the  substantial
fragmentation and growth potential  existing in the professional  salon products
industry.  The  Company  intends  to fund its  future  capital  needs  through a
combination of current cash resources, expected cash flows from operations, bank
financing, seller notes payable, issuance of common stock, and additional public
or private debt or equity financing.  The availability of such capital resources
cannot be assured and is dependent upon prevailing market  conditions,  interest
rates, and the financial condition of the Company.

                                       13
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          Not applicable.

ITEM 2.   CHANGES IN SECURITIES

          Pursuant  to a  registration  exemption  under  Section  4(2)  of  the
Securities  Act of 1933,  the  Company  granted  Bank  Boston  N.A. a warrant to
purchase up to 10,000 shares of Common Stock at an exercise price of $11.375 per
share on July 3, 1997 in connection  with the  Company's  credit  facility.  The
warrants expire in July 2002.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

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

          Not applicable.

ITEM 5.   OTHER INFORMATION

          Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS.

          4.4   Form of Warrant issued to Bank Boston N.A.
          11.1  Statement regarding computation of primary earnings per share
          11.2  Statement regarding computation of fully diluted earnings per
                share
          27    Financial Data Schedule
-------------------
          (b)  REPORT ON FORM 8-K.

          Pursuant to a Stock Purchase  Agreement dated as of June 25, 1997, the
Registrant  acquired all of the issued and outstanding common stock of U.K. ABBA
Products, Inc., as reported on Form 8-K dated July 10, 1997 and Form 8-K/A dated
July 30, 1997.

                                       14
<PAGE>

                                   SIGNATURES


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

                                            STYLING TECHNOLOGY CORPORATION


Dated:    November 14, 1997    By: /s/ Richard R. Ross
                               -------------------------------------------------
                               Richard R. Ross
                               Chief Financial Officer, Treasurer, and Secretary
                               (Duly authorized officer of the registrant,
                               principal financial and accounting officer)





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