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 March 31, 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                                            87-0434298
(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 March, 1999
------------------------------------    --------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                10,000,000

<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 March 31,
1999,  are  not necessarily indicative of the results that can be  expected
for the year ending December 21, 1998.

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

              The  Company has had no operational history and  has  yet  to
engage   in  business  of  any  kind.   All  risks  inherent  in  new   and
inexperienced enterprises are inherent in the Company's business.

              As  of   March 19, 1999, the Company  merged with  Affordable
Homes  of  America, Inc. located in Las Vegas.  During the month of  April,
1999,  the  newly  merged  company believes it will demonstrate  liquidity,
capital resources, credit lines and these will be reported in Form 8-K  and
subsequent  news  releases  to  the general public.   Affordable  Homes  of
America, Inc. is a builder of low cost housing for first time or low income
families.  It's major building activities to date have been in the Seattle-
Tacoma area.  The first certified audit of the company financial statements
is  being finished at the present time and should be ready within the first
two  weeks of  April, 1999.  Affordable Homes of America, Inc .believes  it
will   acquire  assets that will shortly produce revenue for  the  company.
Affordable Homes of America, Inc. has the ability and knowledge to  acquire
properties  at  distress  prices and  will make  these  properties  revenue
producing.

               Based   on   current  economic  and  regulatory  conditions,
Management  confidant that it will its  accomplish its  goals.   Management
believes  that it has a formula and knowledge to build low cost  homes  and
become  very   successful in the marketing,  construction and sale  of  low
cost homes in the ever increasing market for single family dwellings.
                                     
<PAGE>
<TABLE>
                                     


                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development Stage Company)
                               BALANCE SHEET
                                     
                                                                           
                                                                    3/31/99
                                                                  Unaudited

                                  ASSETS
<S>                                                           <C>
CURRENT ASSETS

Cash in the Bank                                                       $-0-
  TOTAL CURRENT ASSETS                                                  -0-
                                                                -----------
                                                                        -0-
</TABLE>
<TABLE>


                           LIABILITIES & EQUITY
<S>                                                          <C>
CURRENT LIABILITIES
  Accounts Payable                                                      -0-
                                                             --------------
TOTAL CURRENT LIABILITIES                                               -0-


STOCKHOLDERS' EQUITY Common Stock $.0001 par value
  Authorized  - 100,000,000 shares
  Issued and outstanding
  10,000,000 shares                                                   1.000
   Additional paid in capital                                         1,000
   Deficit accumulated during
   the development state                                            (2,000)

TOTAL STOCKHOLDERS' EQUITY                                              -0-

</TABLE>
<PAGE>
<TABLE>
                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development Stage Company)
                         STATEMENTS OF OPERATIONS
                                     
                                            For the three    3/7/86 (Date
                                                month        of Inception)
                                            Ended March 31    to 3/31/99
                                   1998          1997            1999
<S>                               <C>       <C>              <C>
Net Sales                                $0             $0               $0
  Cost of Sales                           0              0                0
GROSS PROFIT (LOSS)                       0              0                0
                                                                           
General and                                                                
  Administrative expense                  0              0                0
NET INCOME (LOSS)                         0              0                0
                                                                           
Net income (loss) per weighted                                             
Average common shares                     0              0                0
                                                                           
Weighted average number of                                                 
Common shares used to compute                                              
Net income (loss)                 1,000,000      1,000,000       10,000,000
                                     
</TABLE>
<PAGE>
<TABLE>
                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development Stage Company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     
                                    Common Stock      Additional      
                                   Pas Value $.001     Paid in    Retained
                                                       Capital    Deficit
                                                                      
                                 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 12/31/99            1,000,000       1,000      1,000   (2,000)
Net loss for year                                                        0

</TABLE>
<PAGE>
<TABLE>
                     AFFORDABLE HOMES OF AMERICA, INC.
                       (A Development State Company)
                          STATEMENT OF CASH FLOWS
                                     
                                                                     
                                                   For the        3/7/86
                                                Three months     (Date of
                                                ended March,    Inception)
                                                     31             to
                                     1998          1999         3/31/99
                                   Unaudited      Unaudited     Unaudited
<S>                               <C>           <C>            <C>
OPERATING ACTIVITIES                         $0            $0        $2,000
  Net Income (loss)                                                        
  Adjustments to reconcile                                                 
  Net income (loss) to cash                                                
  Used by operating activities:                                            
  Amortization                                0             0            50
NET CASH PROVIDED (USED)                                                   
BY OPERATING ACTIVITIES                       0             0         1,905
                                                                           
INVESTING ACTIVITIES                                                       
Organization Costs                            0             0          (50)
                                                                           
NET CASH USED BY                                                           
INVESTING ACTIVITIES                          0             0          (50)
                                                                           
FINANCING ACTIVITIES                                                       
  Proceeds from sale of                                                    
  Common Stock                                0             0         2,000
                                                                           
NET CASH PROVIDED BY                                                       
FINANCING ACTIVITIES                          0             0         2,000
                                                                           
INCREASE IN CASH                                                           
AND CASH EQUIVALENTS                          0             0             0
                                                                           
  Cash and cash equivalents                                                
  At beginning of the year                    0             0             0
                                                                           
CASH AND CASH EQUIVALENTS                                                  
AT END OF PERIOD                              0             0             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:  12 April, 1999        /s/ Merle Ferguson
                              ----------------------------
                              Merle Ferguson, President,
                              CEO and Director

Dated:  12 April, 1999        /s/ Susan Donohue
                              ---------------------------
                              Susan Donohue, Secretary