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 quarterly period ended September 30, 1999

( )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
              SECURITIES EXCHANGE OF 1934

for the transition period from _____________ to _________________________

Commission File No. 33-55254-18

                     AFFORDABLE HOMES OF AMERICA, INC.
          (exact name of Registrant as Specified in its charter)

NEVADA                                            86-0853511
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

4505 W. Hacienda Ave. Unit I-1
Las Vegas, Nevada                                 89118
(Address of principal executive office)           (Zip Code)

Registrant's telephone number, including area code (702) 579-4888

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.  (X) yes   ( ) no

Indicate  the  number of shares of outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

         Class                          Outstanding as of September, 1999
------------------------------------    --------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                63,138,419
$.001 PAR VALUE CLASS A CONVERTIBLE PREFERRED STOCK    657,144
$.001 PAR VALUE CLASS B CONVERTIBLE PREFERRED STOCK    100,000

<PAGE>

                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General

                  The accompanying unaudited financial statements have been
prepared  in accordance with the instructions to Form 10-Q and,  therefore,
do  not  include  all information and footnotes necessary  for  a  complete
presentation of financial position, results of operations, cash  flows  and
stockholders   equity  inconformity  with  generally  accepted   accounting
principles.    In  the  opinion of management, all  adjustments  considered
necessary  for  a  fair  presentation of  the  results  of  operations  and
financial  position have been included and all such adjustments  are  of  a
normal recurring nature.  Operating results for the quarter ended September
30,  1999,  are  not  necessarily indicative of the  results  that  can  be
expected for the year ending June 30, 2000.

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

Affordable  Homes of America, Inc. is a real estate development company  in
the  development stage focusing on building homes for low-income and first-
time  home buyers.  There are 5,000,000 families in the United States  that
spend  50%  of  their income on rent.  This does not leave them  sufficient
funds  for  buying  the basic family needs of medicine,  education,  decent
transportation  and  the  like.  Because of Affordable  Homes'  specialized
construction  techniques i.e. in-line framing, foam panelized  construction
and  Z Mix construction, the Company believes it will bring the ability  to
purchase a home within the reach of this 5,000,000 family market and  other
potential home buyers whose financial resources would not otherwise  enable
them to purchase a home.

Affordable  Homes'  has also designed a "World Home"  which  is  a  smaller
building, for marketing abroad.  Preliminary discussions in South  America,
Europe  and  the  Philippines have indicated widespread acceptance  of  the
World Home in those areas.

In  order  to finance the marketing of the World Home and also to implement
Affordable  Homes' low income and first time home buyer program nationwide,
Affordable  Homes  has  made  certain  acquisitions  for  near  term   cash
requirements.

The  first acquisition to be developed is the Heartland Homes Estates  real
estate  development project of 136 homes.  Bank financing has been arranged
for  this  project  which  means that when  all  permits  are  received  by
Affordable  Homes, construction can begin.  In addition,  Affordable  Homes
has  applied  for a five year loan in the amount of $15,000,000  from  Euro
Federal NV which is located in Amsterdam.

<PAGE>

All  of  the due diligence and closing procedures required by Euro  Federal
Bank  NV have been completed.  The loan is secured by 45,000,000 restricted
shares  of the Company's common stock.  If the loan proceeds for any reason
are  not received by the Company, the 45,000,000 restricted shares  of  the
Company's common stock will be cancelled.  This would reduce the number  of
outstanding  shares  of  common stock of the  Company  from  63,138,419  to
18,138,419.  The loan is also secured by a Financial Guarantee Bond in  the
amount  of $15,000,000 issued by American Home Assurance Company, a  member
of  American International Group of Companies.  In any case, when the  loan
is  completely paid back, the aforesaid 45,000,000 common stock shares will
be cancelled.

While the proceeds of the loan are not necessary for the implementation  of
Affordable Homes building program, the receipt of such funds would  greatly
accelerate the program.

There  can  be no assurance that the Company will receive the  proceeds  of
this  loan nor can there be any assurance that the Company will be able  to
complete  construction the of the homes and the Ramada  Inn  on  the  other
properties it acquired.

Item 5.  Other Information

The  Company issued its common stock pursuant to S-8 Registration Statement
dated July 16, 1999 and August 27, 1999 as follows:
<TABLE>
              S-8 Registration Statement dated July 16, 1999
                      500,000 shares of common stock
     Date Issued               Name of Recipient       Number of Shares
<S>                           <C>                     <C>
     July 21, 1999             First Equity Capital
                                Corp                      100,000
     July 21, 1999             Merle Ferguson              50,000
     July 21, 1999             James E. Pratt              50,000
     July 21, 1999             William Fielding &
                               Associates                  300,000
                                TOTAL                      500,000
</TABLE>
<TABLE>
             S-8 Registration Statement dated August 27, 1999
                      500,000 shares of common stock
      Date Issued               Name of Recipient        Number of Shares
<S>                            <C>                      <C>
      Sept. 2, 1999             First Equity Capital
                                Corp                        250,000
      Sept. 2,  1999            Merle Ferguson              100,000
      Sept. 2, 1999             James E. Pratt              150,000
                                  TOTAL                     500,000
</TABLE>
<PAGE>

The  shares Mr. Pratt received were for legal services rendered and  to  be
rendered  and  for  disbursements necessarily incurred  on  behalf  of  the
Company during the rendering of the aforesaid legal services.

Frank  C.  Calmes is a consultant who performs his services  through  First
Equity  Capital  Corp. of which he is the President.  The aforesaid  shares
were issued to First Equity Capital Corp. for consulting services performed
and to be performed.

Merle  Ferguson  is the President and CEO of Affordable Homes  of  America,
Inc.  He takes no salary.  The aforesaid shares were issued to Mr. Ferguson
in lieu of salary.

The shares issued to William E. Fielding & Associates were in payment of  a
premium  on  a  performance bond issued by American Home Assurance  Company
to  guaranty  the  payment  by  Affordable Homes  of  America,  Inc.  of  a
$15,000,000 loan.  The loan has not yet closed and in the event it does not
close, the 300,000 shares will be returned to the company and cancelled.

<PAGE>
<TABLE>

                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development Stage Company)
                               BALANCE SHEET


                                                                    6/30/99
                                                                  Unaudited

                                  ASSETS
<S>                                                             <C>
 ASSETS
Cash in Banks                                                      192,398
Employee Advances                                                   45,600
Other receivables                                                    9,000
Advances                                                           224,140
Investment joint venture                                           800,000
Land and land development costs                                  7,676,736
Capitalized interest expense                                       487,041

Machinery & equipment - at
Cost, less accumulated
Depreciation of $ -0- and
$47,466 as of June 30, 1998
and 1999 respectively                                              108,285

Patents - at cost, less
Accumulated amortization of
$-0- and $39,431 as of June
30,1998 and 1999 respectively                                      354,882

Goodwill                                                           408,197

TOTAL ASSETS                                                   $10,306,279
</TABLE>
<PAGE>
<TABLE>

                           LIABILITIES & EQUITY

<S>                                                            <C>
LIABILITIES
Accounts Payable                                                    42,676
Accrued payable                                                     22,227
Accrued interest payable                                           206,667
Notes payable                                                    2,217,937
Loans and advances from
Related parties                                                    235,287
Land purchase options                                            3,415,000

TOTAL LIABILITIES                                                6,139,844

STOCKHOLDERS' EQUITY (DEFICIT)
Convertible preferred stock classes A
and B ($.001 par value, 5,000,000
shares of each class authorized,
657,144 and 1000,000 of class A and B
issued and outstanding, respectively)                                  757
Additional paid-in capital                                       4,374,345
Common Stock ($.001) par value 100,000
shares authorized, 63,138,419 shares issued
and outstanding as of June 30, 1999
2,000,000 shares issued and outstanding
as of June 30, 1998)                                                17,549
Deficit accumulated during the development
Stage                                                            (226,216)

Total Stockholders' Equity (Deficit)                             4,166,435

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                                            $10,306,279
</TABLE>
<PAGE>
<TABLE>

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                 CUMULATIVE FROM INCEPTION TO JUNE 30,1999
<S>                                                          <C>
CASH FLOWS FROM OPERATIONS ACTIVITIVES                           (226,216)

ADJUSTMENT TO RECONCILE NET LOSS
FROM DEVELOPMENT STAGE OPERATIONS
TO CASH USED IN OPERATING ACTIVITIES
Depreciation and amortization                                       15,317
Stock issued for services                                           39,031
(Increase) (decrease) in liabilities:
Accrued expenses                                                    22,277
Accrued interest payable                                            20,666
    Total Adjustments                                               97,291

Net cash (used in) operations                                    (128,925)

CASH FLOWS FROM FINANCING ACTIVITIES:
Equipment acquisitions                                            (57,671)

Net cash (used in)
 Investing activities                                             (57,671)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to and capitalization of
 Subsidiaries                                                     388,994
Payments of land purchase option                                  (10,000)

Net cash from financing activities                                378,978

Net Increase in Cash in Banks                                     192,398

Cash in banks - Beginning of period                                  -0-

Cash in banks - End of period                                     192,398
</TABLE>
<PAGE>
<TABLE>
                          STATEMENT OF OPERATIONS
                   FROM INCEPTION TO SEPTEMBER 30, 1999


                                            For the three     Cumulative
                                                month       from Inception
                                            Ended June 30     to 9/30/99
                                   1998          1999            1999
<S>                               <C>       <C>             <C>
Administrative expense               15,000        211,116
                                                                    228,116

Cumulative  (LOSS)                 (15,000)                       (228,116)
                                                 (211,116)

General and
  Administrative expense                             1,900            1,900
NET INCOME (LOSS)                  (15,000)      (209,216)        (226,216)

Net income (loss) per weighted
Average common shares                   .01            .04              .06

Weighted average number of
Common shares used to compute
Net income (loss)                 2,000,000      5,165,202        3,582,601
</TABLE>
<PAGE>
<TABLE>





                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development Stage Company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                    Common Stock      Additiona
                                   Pas Value $.001        l      Retained
                                                       Paid in    Deficit
                                                       Capital

                                 Shares      Amount
<S>                             <C>         <C>       <C>        <C>
Balances at 3/7/86
(Date of Inception)                     0           0          0         0
Issuance of common stock
(restricted) at $.02 per share
at 4/21/86                      1,000,000       1,000      1,000
Net loss for period                                                (1,950)

Balances at 12/31/86            1,000,000       1,000      1,000   (1,950)
Net loss for year                                                     (10)

Balances at 12/31/87            1,000,000       1,000      1,000   (1,960)
Net loss for year                                                     (10)

Balances at 12/31/88            1,000,000       1,000      1,000   (1,970)
Net loss for year                                                     (10)

Balances at 12/31/89            1,000,000       1,000      1,000   (1,980)
Net loss for year                                                     (10)

Balances at 12/31/90            1,000,000       1,000      1,000   (1,990)
Net loss for year                                                     (10)

Balances at 12/31/91            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/92            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/93            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/94            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/95            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/96            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/97            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/98            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 12/31/98            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

Balances at 9/30/99             63,138419      63,138  4,374,345 (209,216)
Net loss for year                                                        0
</TABLE>
<PAGE>



                                SIGNATURES

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

                     AFFORDABLE HOMES OF AMERICA, INC.

Dated:  December 21, 1999      /s/ Merle Ferguson
                              -------------------------------
                              Merle Ferguson, President,
                              CEO and Director

Dated:  December 21, 1999      /s/ James E. Pratt
                              -------------------------------
                              James E. Pratt, Secretary