U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                   -----------
                                   FORM 10-QSB
(Mark One)


/X/  QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the quarterly period ended June 30, 1998


/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _________

Commission file number 0-5097

                           UNITED VANGUARD HOMES, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


          Delaware                                      11-2032899
--------------------------------------------------------------------------------
(State or Other Jurisdiction of            (IRS Employer Identification Number)
Incorporation or Organization)


                  4 Cedar Swamp Road, Glen Cove, New York 11542
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (516) 759-1188
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


                                      N/A
--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

              Check  whether  the issuer:  (1) 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 /
/ No /X/

              State the  number of shares  outstanding  of each of the  issuer's
classes of common  equity,  as of the latest  practicable  date: At December 31,
1999, there were outstanding  3,324,265 shares of the Registrant's Common Stock,
$.01 par value.

              Transitional Small Business Disclosure Format:

                                 Yes / / No /X/

<PAGE>
                                   FORM 10-QSB

                                      INDEX

PART I.        Financial Information:                                   Page No.

               Unaudited Consolidated Balance Sheets - June 30, 1998
                 and March 31, 1998............................................2

               Unaudited Consolidated Statement of Earnings
                 Three Months Ended June 30, 1998 and 1997 ....................4

               Unaudited Consolidated Statement of Stockholders' Deficiency
                 Three Months Ended June 30, 1998..............................5

               Unaudited Consolidated Statement of Cash Flows
                 For the Three Months Ended June 30, 1998 and 1997.............6

               Notes to Unaudited Consolidated Financial Statements............7

               Management's Discussion and Analysis of Plan of Operation.......9



PART II.       Other Information:

               Exhibits and Reports on Form 8-K...............................11

               Signatures.....................................................14
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                 June 30,               March 31,
                                                                                    1998                  1998
                                                                                    ----                  ----
<S>                                                                             <C>                        <C>

CURRENT ASSETS

      Cash                                                                      $    184,674               $256,188
      Accounts receivable, less allowance for doubtful
        accounts of $40,000                                                          453,897                620,627
      Development fees and advances                                                1,000,440                981,000
      Due from affiliates, net                                                       191,155                179,552
      Prepaid expenses and other                                                     285,388                177,123
                                                                                ------------             ----------
                 Total current assets                                              2,115,536              2,214,490


PROPERTY AND EQUIPMENT - NET                                                       2,056,922              2,110,610


OTHER ASSETS

      Restricted assets                                                               99,600                108,352
      Other assets                                                                   200,932                203,161
                                                                                ------------           ------------
                                                                                     300,532                311,513
                                                                                ------------           ------------

                                                                                $  4,472,990           $  4,636,613
                                                                                ============           ============
</TABLE>

                                        2
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEETS



                                 LIABILITIES AND
                            STOCKHOLDERS' DEFICIENCY


<TABLE>
<CAPTION>
                                                                                    June 30,              March 31,
                                                                                      1998                 1998
                                                                                      ----                 ----
<S>                                                                               <C>                      <C>
CURRENT LIABILITIES

      Current portion of long-term debt                                           $  511,466               $661,466
      Accounts payable                                                               279,977                350,244
      Accrued expenses                                                               914,462                568,511
      Public Offering Costs                                                          286,141                328,641
      Income taxes payable                                                           144,925                156,316
                                                                                  ----------             ----------
                 Total Current Liabilities                                         2,136,971              2,065,178

RESIDENT SECURITY DEPOSITS                                                           281,570                282,400

LONG-TERM DEBT, less current portion                                               5,849,485              5,946,281

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
      Preferred stock $.001 par value; 1,000,000
        shares authorized; none issued and outstanding
      Common stock, $.01 par value; authorized, 14,000,000 shares; issued
        and outstanding, 3,311,765 shares and 3,309,890 shares,
        June 30, 1998 and March 31, 1998, respectively                               33,118                 33,099
      Additional paid-in capital                                                  7,004,563              6,998,957
      Accumulated deficit                                                       (10,832,717)           (10,689,302)
                                                                                -----------            -----------
                                                                               (  3,795,036)          (  3,657,246)
                                                                               ------------           ------------
                                                                              $   4,472,990          $   4,636,613
                                                                              =============          =============
</TABLE>

                                        3
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                  UNAUDITED CONSOLIDATED STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
                                                                           For the Three Months Ended June 30,

                                                                             1998                        1997
                                                                             ----                        ----
<S>                                                                     <C>                          <C>
Operating Revenues:
     Resident Services                                                  $1,185,396                   $1,195,210
     Health care services                                                  681,712                      686,316
     Management Fees                                                        30,000                       30,000
     Development fees                                                       19,440                       85,000
                                                                      ------------                  -----------
                                                                         1,916,548                    1,996,526

Operating Expenses:
     Residence operating expenses                                        1,524,453                    1,534,303
     General and administrative                                            244,438                      265,760
     Depreciation and amortization                                          67,844                       67,230
     Provision for loss on (Recovery of)
      advances to affiliates                                                87,593
                                                                      -------------            -----------------
                                                                         1,924,328                    1,867,293

            Income from operations                                          (7,780)                     129,233

Other Income (expense)
     Interest expense, net                                                (139,475)                    (141,484)
     Other income                                                          21, 839                       12,590


            Income (Loss) before income taxes                             (125,416)                         339

Income Taxes                                                                18,000                       17,776
                                                                     -------------                  -----------

            NET INCOME (LOSS)                                          $  (143,416)               $     (17,437)
                                                                        ==========                  ============

Loss per share                                                              $(0.04)                      $(0.01)
                                                                             =====                        =====

Weighted average common shares:
     Basic shares                                                        3,309,910                    3,301,432
     Diluted shares                                                      3,344,110                    3,329,512
</TABLE>



                                        4
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

          UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                        THREE MONTHS ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                  Additional
                                                                    Paid-in          Accumulated
                                         Shares        Amount       Capital            Deficit                Total
                                         ------        ------       -------            -------                -----
<S>                                     <C>            <C>          <C>              <C>                <C>
Balance, March 31, 1998                 3,309,890      $33,099      $6,998,957       $(10,689,302)      $(3,657,246)

Shares Issued as
 Compensation                               1,875           19           5,606                                5,625

Net Loss                                                                                 (143,416)         (143,416)
                                        ---------      -------      ----------       ------------       -----------

Balance, June 30, 1998                  3,311,765      $33,118      $7,004,563       $(10,832,718)      $(3,795,037)
                                        =========      =======      ==========       ============       ===========


</TABLE>

                                        5
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                                                         1998               1997
                                                                                         ----               ----
<S>                                                                                   <C>                <C>
Cash flows from operating activities:
  Net income                                                                          $(143,416)         $(17,437)
  Adjustments to reconcile net income to net cash provided
    by operating activities:
          Depreciation and amortization                                                  67,844            65,258
          Common stock issued for services                                                5,625            22,500

  Changes in operating assets and liabilities:
          Accounts receivable, advances and other receivables                           147,430          (123,716)
            Prepaid expenses and other                                                 (104,124)           12,752
            Other Assets                                                                  1,638
          Development fees                                                              (19,440)          (85,000)
            Accounts payable                                                            (70,267)           44,203
            Accrued expenses                                                            311,167           150,959
            Income taxes payable                                                        (11,391)          (11,267)
            Resident security deposits                                                    ( 830)          (19,956)
                                                                                    -----------        ----------

Net cash provided by operating activities                                               184,237            38,296
                                                                                       --------        ----------

Cash flows used in investing activities:
          Investment in VHNJ                                                                                 (100)
          Purchases of property and equipment                                           (13,565)          (20,778)
                                                                                     ----------        ----------
                                                                                        (13,565)          (20,878)
                                                                                     ----------        ----------

Cash flows from financing activities:
          Principal repayments of mortgages and notes payable                          (250,938)          (75,476)
          Common stock purchased and
            simultaneously retired                                                            0           (70,000)
          Restricted cash financing                                                       8,752
                                                                                    ------------  ----------------

Net cash used in financing activities                                                  (242,187)         (145,476)
                                                                                      ---------        ----------

NET INCREASE (DECREASE) IN CASH                                                         (71,515)         (128,058)

Cash at beginning of period                                                             256,190           202,924
                                                                                       --------        ----------

Cash at end of period                                                                 $ 184,675        $   74,866
                                                                                      =========        ==========


Cash paid during the year for
          Interest                                                                    $ 145,021         $ 122,200
                                                                                      =========         =========

          Income taxes                                                               $   29,391      $     28,288
                                                                                     ==========      ============

</TABLE>

                                        6
<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

          The accompanying  consolidated  balance sheet as of March 31, 1998 and
June 30, 1998,  the related  consolidated  statements of earnings and cash flows
for the  three-month  periods ended June 30, 1998 and 1997, and the statement of
stockholders'  deficiency  for the  three-month  period ended June 30, 1998 have
been prepared by the management of United Vanguard  Homes,  Inc. (the "Company")
without audit. In the opinion of management, all adjustments (which include only
normal recurring accrual adjustments)  necessary to present fairly the financial
position and results of operations as of and for the three months ended June 30,
1998 have been made.

          Certain  information and footnote  disclosures,  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles, have been condensed or omitted. These financial statements should be
read in conjunction with the financial  statements and notes thereto included in
the  Company's  Annual  Report on Form 10-KSB for the year ended March 31, 1998.
The results of operations for the period ended June 30, 1998 are not necessarily
indicative of the operating results expected for a full year.

NOTE B - STOCKHOLDERS' EQUITY

     STOCK OPTION PLAN

     In June 1996, the Company adopted the 1996 Outside  Directors' Stock Option
Plan  (the  "Directors'  Plan"),  which  provides  for the grant of  options  to
purchase common stock of the Company to  non-employee  directors of the Company.
The  Directors'  Plan  authorizes  the issuance of a maximum of 90,000 shares of
common stock.

     The Directors' Plan is  administered  by the Board of Directors.  Under the
Directors'  Plan, each  non-employee  director  elected after April 1, 1996 will
receive  options for 3,000 shares of common stock upon  election.  To the extent
that shares of common stock remain  available for the grant of options under the
Directors'  Plan,  each  year  on  April  1,  commencing  April  1,  1997,  each
non-employee  director  will be granted an option to  purchase  1,800  shares of
common  stock.  The exercise  price per share for all options  granted under the
Directors' Plan will be equal to the fair market value of the common stock as of
the date  preceding  the date of grant.  All options  vest in three equal annual
installments,  beginning on the first anniversary on the date of the grant. Each
option will be for a ten-year term, subject to earlier  termination in the event
of death or permanent disability.

     Prior to the adoption of the  Directors'  Plan,  options had been issued to
outside  directors,  of which options to purchase 28,800 shares were outstanding
at June 30, 1998.

     EMPLOYMENT AGREEMENT

     As of April 1, 1996, the Company entered into an employment  agreement with
the Company's  President and Chief Operating Officer pursuant to which an annual
base salary  under the  employment  agreement  is  $100,000.  In June 1996,  The
President received a $25,000 cash bonus and 3,000 shares of the Company's common
stock fair valued at $.93 per share.  Mr.  Laird's  employment  with the Company
ended as of November 1, 1998.

                                        7
<PAGE>
NOTE C - CONTINGENCIES

     Whittier  Towers,  Inc., the owner of The Whittier,  an independent  living
facility  managed by The  Company,  was indebted  under a first  mortgage in the
principal amount of approximately  $4 million.  The mortgage  securing this loan
provides that a default under such loan is a default under each of the Company's
Hillside Terrace and Whitcomb Tower Mortgages.  Therefore,  a potential Whittier
Towers,  Inc.  default on this loan could result in the  foreclosure of Hillside
Terrace and Whitcomb Tower.

     Health  care and  senior  living  facilities  are  areas of  extensive  and
frequent  regulatory  change.  Changes  in the  laws or new  interpretations  of
existing laws can have a significant effect on methods of doing business,  costs
of doing  business and amounts of  reimbursement,  from  governmental  and other
payors.  The Company at all times attempts to comply with all  applicable  fraud
and abuse  laws;  however,  there can be no  assurance  that  administrative  or
judicial interpretation of existing laws or regulations will not have a material
adverse effect on the Company's operations or financial conditions.


                                        8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

THREE MONTHS ENDED 1997 VS. 1998

REVENUES

     Net revenues of the Company represent its gross consolidated revenues, less
charitable and Supplementary Social Security Income discounts.

     Net revenues  decreased by $80,000,  or 4 percent,  from  $1,997,000 in the
1997  period  to  $1,917,000  in  the  1998  period.   The  decrease  is  mostly
attributable  to  $66,000  in  development  fees.   Resident  services  revenues
decreased  by  $10,000,  or 1 percent,  from  $1,195,000  in the 1997  period to
$1,185,000  in the 1998  period.  The  decrease  was a result of a reduction  in
occupancy.

     Healthcare  services  revenues  decreased  by $4,000,  or 1  percent,  from
$686,000 in the 1997 period to $682,000 in the 1998  period.  The decrease was a
result of lower occupancy.

RESIDENCE OPERATING EXPENSES

     Residence  operating  expenses include all retirement and healthcare center
operating  expenses,  including,  among other  things,  payroll and  employments
costs, food, utilities, repairs and maintenance, insurance, and property taxes.

     Residence  operating  expenses  decreased  by $10,000,  or 1 percent,  from
$1,534,000 in the 1997 period to $1,524,000 in the 1998 period.  The decrease is
mainly attributable to food costs, as a result of decreased occupancy.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses include all marketing costs, as well as
the general and  administrative  expenses  incurred at the  Company's  principal
executive  offices.  General and  administrative  expenses include,  among other
things,  administrative  salaries,  rent,  utilities,   insurance,  and  related
expenses.

     General and  administrative  expenses  decreased by $21,000,  or 8 percent,
from $266,000 in the 1997 period to $244,000 in the 1998 period. The decrease is
primarily attributable to a decrease in personnel costs.

PROVISION FOR LOSS ON ADVANCES TO AFFILIATES

     During the three  months ended June 30,  1998,  the Company  recorded a net
loss of Advances to Affiliates aggregating $88,000. No such loss was recorded in
the quarter  ended June 30,  1997.  The variance is a function of net funds paid
out or received from the Company's parent  (Vanguard) and affiliated  companies.
Future recoveries are anticipated as Vanguard liquidates some of its assets.

INTEREST EXPENSE, NET

     Interest expense,  net, decreased by $1,000, or 1 percent, from $143,000 in
the 1997 period to $142,000 in the 1998 period.

                                        9
<PAGE>
INCOME TAXES

     Income  taxes in the amount of $18,000  during the 1998 period was the same
amount as in the 1997 period.

LIQUIDITY AND CAPITAL RESOURCES

     During the 1998 period operating  activities provided cash of approximately
$184,000  compared to requiring  cash of  approximately  $38,000 from  operating
activities  in the 1997  period.  The  increase  in cash  flows  from  operating
activities was principally due to colletion on Accounts Receivable and increases
in Accrued expenses.

     As of June 30,  1998 the  Company had a  deficiency  of working  capital of
$21,000. The Company's lack of working capital has limited the Company's ability
to pursue its development  projects.  The Company is presently  pursuing various
strategies  to increase  available  working  capital,  including  refinancing  a
substantial portion of the Company's mortgage  indebtedness.  Although there can
be no  assurance  that any of the  strategies  will be  successful,  the Company
believes that the underlying  value of its properties  will allow the Company to
successfully implement its strategies.

                                       10
<PAGE>
                          Part II -- OTHER INFORMATION

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

     None during the quarter ended June 30, 1998.



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits

                  Exhibit 11, Unaudited Computation of Earnings Per Share
                  Exhibit 27, Unaudited Financial Data Schedule

     (b)    Report on 8-K

                  No reports on Form 8-K were filed during this period.









                                       11
<PAGE>
                                   SIGNATURES

     In accordance  with the  requirements of the Securities and Exchange Act of
1934, as amended,  the Registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                         UNITED VANGUARD HOMES, INC.



                                      /s/ Carl G. Paffendorf
                                by:   -----------------------------------------
                                      Carl G. Paffendorf, Chairman of the Board



                                      /s/ Paul D'Andrea
                                by:   -----------------------------------------
                                      Paul D'Andrea, Vice President - Finance


Date:  January 7, 2000



                                       12