FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[Mark One]

[X]	QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE 	SECURITIES AND EXC
HANGE ACT OF 1934

For the six months ended: June 30, 1997
or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 	SECURITIES AND 
EXCHANGE ACT OF 1934

for the transition period from ________ to ________


Commission file number:33-17050-NY


ADVANCED APPEARANCE OF AMERICA, INC.
(Name of small business and its charter)

		Nevada						13-3422912
	(State of incorporation)				(IRS employer Ident. No.)

	2900 N.W. 48th Terrace, Suite 411, Ft. Lauderdale, FL.		33319
		(address of principle office)					(Zip Code)

Issuer's telephone number:  (954) 733-5785

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of class)


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

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

State issuer's revenues for its most recent fiscal year. -0-

Since there are no closing bid and asked process of the common stock,
the aggregate market value of the voting stock held by non- affiliates of
the registrant is not determinable. The number of shares outstanding of the 
issuer's class of common equity, as of October 20, 1997: 36,670,000.






THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE 
ACT OF 1934. ACTUAL RESULTS AND EVENTS COULD DIFFER MATERIALLY FROM THOSE 
PROJECTED AS ARESULT OF THE `KNOWN UNCERTAINTIES' AS SET FORTH HEREIN.

PART I

Item 1.	 Financial Statements

	Index to Financial Statements
											Page
	Independent Auditor's report				     F-1,2
	Financial Statements
		Balance Sheets						   	F-3
		Statements of Operations/Retained Deficit 	F-4
		Statements of Cash Flows					F-5
		Notes to Financial Statements				F-6,7


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

Overview

Advanced Appearance of America, Inc. was organized as Nevada corporation 
in 1988. There has ben no material development of the small business issuer
in the past three years as the Corporation disbanded approximately eight
years ago. Currently, the Corporation has no tangible assets or tangible
net worth, exclusive of certain period cost and related liabilities. The 
Corporation has never been a party to bankruptcy, receivership, or similar 
proceeding in its entire existence. In the past three years, the Cor
consolidated, purchased, or sold any part of its business.

The corporation has no current business activity and acts as a public shell
only.

Since 1988, Advanced Appearance of America, Inc., (`The Company'), has not
been engaged in any activities. It is a developmental stage company, which
has incurred net losses of approximately $20,650. The Company expects 
operating losses will continue until it acquires or is merged into another
business.

To date, the Company has not yet generated any revenues. The company's 
results may vary significantly from period to period depending on several 
factors, such as the timing of certain expenses and the progress of the 
Company's ability to obtain funding for future acquisitions and mergers.

Results of Operations

Three Months Ended June 30, 1997 and June 30, 1996

General and administrative expenses during the three months ended 
June 30, 1997,were $ 1,000 versus $ 0 during the three months ended June 30,
1996. This increase was primarily due to professional fee expenses.

Liquidity and Capital Resources

The Company has financed its operations since inception by receiving loan 
proceeds from its majority shareholder.

Known Uncertainties

Developmental Stage Company

      The Company is in the developmental stage, and its proposed operations
are subject to the risks inherent in the establishment of a new business
enterprise, including the absence of operating history. The likelihood of the 
success of the Company must be considered in light of the problems, expenses, 
difficulties, complications and delays frequently encountered in connection 
with the formation of a new business and the development of a new business. 
The Company has made no sales to date and has accumulated a net deficit
from inception through June 30, 1997. Further, it is likely that additional 
losses will be incurred in the future. 

Going Concern Qualifications

      The report of the Company's independent auditor contains an explanatory 
paragraph as to the Company's ability to continue as raising substantial 
doubt as to the Company's ability to continue as a going concern. Among the 
factors cited by the auditor as raising substantial doubt as to the Company's
ability to continue as a going concern is that the Company has incurred 
losses since inception and is expected to continue to incur losses and is in 
need of substantial funds. There can be no assurance that the Company will
ever achieve significant revenues or profitable operations.

Financing Requirements

      The Company expects that it may be required to seek additional
financing in the future. There can be no assurance that such financing will
be available or available on attractive terms, or such financing would not 
result in a substantial dilution of shareholders' interest.




PART II
Other Information

Item 1.  Legal Proceedings

      The Company is not aware of any legal proceedings, pending or 
contemplated, to which the Company is, or would be, a party, or would be, the 
subject. 

Item 2.  Changes In Securities

		NONE

Item 3.  Defaults Upon Senior Securities

		NONE

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

		NONE

Item 5.  Other Information

		NONE

Item 6.  Exhibits and Reports on Form 8-K

		    Description

		Amendment to Articles of Incorporation

		Articles of Incorporation (Nevada)- are 			incorporated by reference to 
Exhibit of the	Company's Form 10-QSB for the quarter ending June	30, 1997
		
(SIGNATURE PAGE FOLLOWS)



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Advanced Appearance of America, Inc. has 
duly caused this report to be signed on its behalf by the undersigned,
thereunto authorized,


ADVANCED APPEARANCE OF AMERICA, INC.



	By:	/s/Edward A. Roth
		Edward A. Roth
		Chairman of the Board,
		Director, and President.
		October 20, 1997






























MICHAEL J. BONGIOVANNI, P.A., C.P.A.
6529 NORTHWEST 54th COURT
LAUDERHILL, FLORIDA  33319







REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



The Board of Directors and Shareholders
Advanced Appearance of America, Inc.


I have audited the accompanying balance sheet of Advanced Appearance of
America, Inc. (a Development Stage Company) as of June 30, 1997 and December
31, 1996, and the related statements of operations and retained deficit and
cash flows for the three and six months ended June 30, 1997 and 1996. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial stateents based 
on my audit.

I conducted my audit in accordance with generally accepted auditing 
standards. Those standards require that I plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free
from 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 made by management, as well as evaluating the 
overall financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above, present fairly,
in all material respects, the financial position of Advanced Appearance of 
America, Inc. ( a Development Stage Company), as of June 30, 1997 and 
December 31, 1996  and the results of its operations and its cash flows for 
the three and six months ended June 30, 1997 and 1996 in conformity with 
generally accepted accounting principles.

F-1

The Company is in the development stage as of June 30, 1997 and to date has had
no significant operations. Recovery of the Company's assets is dependent on 
future events, the outcome of which is indeterminable. In addition, 
successful completion of the Company's development program and its 
transition, ultimately, to attaining profitable operations is dependent upon 
obtaining adequate financing to fulfill its development activities and 
achieving a level of sales adequate to support the Company's cost 
structure.


The accompanying financial statements have been prepared assuming the company 
will continue as a going concern. The Company has suffered losses and has 
yet to generate an internal cash flow that raises substantial doubt about 
its ability to continue as a going concern. Management's plans in regard to 
these matters are described in Note 3. The financial statements do not 
include any adjustments that might result from the outcome of this 
uncertainty.

Lauderhill, Florida
October 20, 1997



Michael J. Bongiovanni, P.A.,C.P.A.






















F-2

ADVANCED APPEARANCE OF AMERICA, INC..
(a Development Stage Company)

Balance Sheets



ASSETS
                 					June 30,1997 	December 31,1996
Current assets:
	Cash				              $         -- 	$           -- 


		Total assets        	$        -- 	$           -- 
					                   ============  	 ==============				      
 				

LIABILITIES AND STOCKHOLDERS' DEFICIT		

Current liabilities:
 	Accounts payable and accrued 
	expenses			           	$14,650  		 18,650
	Stockholder loans		      6,000	       1,000	
		

	Total current liabilities 20,650          19,650
                         ==========   ===========                         

Commitment and contingencies

Stockholders' deficit:
	Common stock, par value $.001; 
	authorized 100,000,000 shares,
	issued and outstanding 
	36,670,000 				               --              --
	Deficit accumulated during 
	development stage		       ( 20,650)       (19,650)


	 Total stockholders' deficit  20,650         19,650

	
                    						$     --              --
                           ============   ============                  
Seee accompanying notes to the financial statements and
auditor's  report			
                         F-3


ADVANCED APPEARANCE OF AMERICA, INC..
(a Development Stage Company)

Statements of Operations

For Three and Six Months Ended June 30,1997 and 1996

                 				Three Months 	Three Months 	Six Months 	Six Months
			                 	Ended        	Ended        	Ended      	Ended
				                 June 30,1997 	June 30,1996 	June 30,1997 June 30,199	

State filing fees          	$	0	       $	0	            $	0	       $   112
Registrar transfer
fees				                     	0	        	0	             	0             375
Professional fees	        1,000	        	0	          1,000	            625	
		
                   		  	  1,000	        	0	           1,000          1,112 
Net income/(loss)	       (1,000)	       (0)	         (1,000)	       (1,112)	  
	
Net loss applicable to
common shareholders    	$(1,000)    	$   (0)        	$(1,000)	     $(1,112)
           		           ========	   ========	       ========	      ========

Net loss per common
share:

Weighted average number
of common shares        36,670,000  36,670,000     36,670,000     36,670,000 
                 	
                        ==========  ==========    ===========     ==========

Primary net loss per
common share             	$  (.001)	  $  (0)        	$  (.00)	     $ (.0001)	

                        ==========   ==========   ============   ===========

See accompanying notes to the financial statements 
and auditor's report.












F-4
ADVANCED APPEARANCE OF AMERICA, INC.
(a Development Stage Company)

Statements of Cash Flows

For Three and Six Months Ended June 30,1997 and 1996

                				Three Months 	Three Months 	Six Months 	Six Months
				                Ended        	Ended        	Ended      	Ended
				                June30,1997  	June30,1996 	June30,1997 	June30,1996
Net(loss)			             $ 	0  	    $ (1,112)    $ (1,000)    $(1,112)
Net cash used for 
operating activities:
	Increase in
	accounts payable
	and accrued
	expenses            	  1,000	         1,112	       1,000        1,112


	Total adjustments      1,000           1,112       1,000        1,112

Net cash used in 
operating activities     --          --         --       -- 


Net increase in cash     --          --         --       --

Cash and cash 
equivalents at
beginning of period      --          --         --       --

Cash and cash
equivalents at
end of period        	$  --     	$    --  	$    --	    $  --
				                  ========	   ========	  ========	 ========

                    				Three and Six Months		Three and Six Months
				                    Ended June 30,1997		Ended June 30,1996

Supplemental 
disclosures of cash
flow information:

	Cash paid for
	interest	                        	$	--			        $       --
				                       ==============      ================


See accompanying notes to the financial statements 
and auditor's report.

F-5


ADVANCED APPEARANCE OF AMERICA, INC.
(a Development Stage Company)

Notes to Financial Statements

June 30, 1997 and 1996


(1)	BACKGROUND

The Company, ( "Advanced Appearance of America, Inc.") was organized in the 
state of Nevada on August 13, 1987 under its original name of Tri-Capital
Corp..On April 12, 1988, a reverse merger was effected between Tri-Capital 
Corp. and Advanced Appearance of America, Inc.. Advanced Appearance of 
America was formed on April 12, 1988.(see Note 3)

The Company is currently in a development stage and is in the process of 
raising additional capital. There is no assurance that the Company will 
achieve a profitable level of operations. 

(2)	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	(a)	Use of estimates

The preparation of financial statements in conformity 	with generally 
accepted accounting principles requires 	management to make estimates and 
assumptions that 	affect the reported amounts of assets and liabilities 	
and disclosure of contingent assets and liabilities 	at the date of the 
financial statements and the 	reported amounts of revenues and expenses 
during the 	reporting period. Actual results could differ from 	those 
estimates.

	(b)	Cash and cash equivalents

	Holdings of highly liquid investments with original 	maturates of three 
months or less and investment in 	money market funds are considered to be 
cash 	equivalents by the Company.

	(c)	Net loss per share 

	Net loss per share of common stock is computed by 	dividing the net loss 
applicable to common shareholders 	by the weighted average number of common 
shares 	outstanding and common stock equivalents.
F-6
ADVANCED APPEARANCE OF AMERICA, INC.
(a Development Stage Company)

Notes to Financial Statements (Continued)

June 30, 1997 and 1996


(3)	GOING CONCERN

The Company is currently a development stage company and its continued 
existence is dependent upon the Company's ability to resolve its liquidity 
problems, principally by obtaining additional debt financing and/or equity 
capital. The Company has yet to generate an internal cash flow, and until 
the sales begins, the Company is totally dependent upon the debt and equity 
funding. As a result of these factors, there exists substantial doubt about 
the Company's ability to continue as a going concern. However, management
of the Company is continually negotiating with various outside entities for
additional funding. There is no assurance that the Company will achieve a
profitable level of operations.




















F-7