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, 1997
                               -------------

/ /      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
 Incorporation or Organization)                            Number)


                  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 / /

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable  date: At March 31, 1999, there
were outstanding  3,313,265 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, 1997
              and March 31, 1997...............................................2

            Unaudited Consolidated Statement of Earnings
              Three Months Ended June 30, 1997 and 1996 .......................4

            Unaudited Consolidated Statement of Stockholders' Deficiency
              Three Months Ended June 30, 1997.................................5

            Unaudited Consolidated Statement of Cash Flows
              For the Three Months Ended June 30, 1997 and 1996................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



                                     ASSETS

<TABLE>
<CAPTION>

                                                                 June 30,        March 31,
CURRENT ASSETS                                                     1997           1997
                                                                   ----           ----

<S>                                                          <C>              <C>
      Cash ...........................................       $   74,866       $  202,924
      Accounts receivable, less allowance for doubtful
        accounts of $40,000 ..........................          562,996          547,812
      Development fees and advances
      Due from affiliates, net .......................          376,141          267,607
      Prepaid expenses and other .....................          511,315          518,393
                                                             ----------       ----------
                 Total current assets ................        1,525,318        1,536,736


PROPERTY AND EQUIPMENT - NET .........................        2,233,906        2,276,651


OTHER ASSETS

      Development fees ...............................          880,500          795,500
      Restricted assets ..............................           99,600           99,600
      Other assets ...................................          173,169          176,437
                                                             ----------       ----------
                                                              1,153,269        1,071,537
                                                             ----------       ----------

                                                             $4,912,493       $4,884,924
                                                             ==========       ==========
</TABLE>



The accompanying notes are an integral part of these statements.





                                        2

<PAGE>

                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEET



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

                                                                                             June 30,           March 31,
                                                                                              1997               1997
CURRENT LIABILITIES
<S>                                                                                    <C>                 <C>
      Current portion of long-term debt                                                $    310,980        $    264,918
      Accounts payable                                                                      531,961             487,758
      Accrued expenses                                                                      811,045             660,084
      Public Offering Costs                                                                 587,000             587,000
      Income taxes payable                                                                  179,482             190,749
                                                                                       ------------        ------------
                 Total Current Liabilities                                                2,420,468           2,190,509

RESIDENT SECURITY DEPOSITS                                                                  264,570             284,526

LONG-TERM DEBT, less current portion                                                      6,216,869           6,334,265

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, 3,308,850 shares and 3,320,950 shares,
        June 30, 1997 and March 31, 1997, respectively                                       33,089              33,210
      Additional paid-in capital                                                          6,995,847           7,043,226
      Accumulated deficit                                                               (11,018,349)        (11,000,812)
                                                                                       ------------        ------------
                                                                                         (3,989,413)         (3,924,376)
                                                                                       ------------        ------------
                                                                                       $  4,912,493        $  4,884,924
                                                                                       ============        ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                        3

<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                  UNAUDITED CONSOLIDATED STATEMENT OF EARNINGS

                                             For the Three Months Ended June 30,
                                                      1997             1996

Operating Revenues:
     Resident Services                          $ 1,195,210        $ 1,247,844
     Health care services                           686,316            644,005
     Management Fees                                 30,000               --
     Development fees                                85,000             85,000
                                                -----------        -----------
                                                  1,996,526          1,976,849

Operating Expenses:
     Residence operating expenses                 1,534,303          1,481,302
     General and administrative                     265,760            155,020
     Depreciation and amortization                   67,230             69,601
     Provision for loss on (Recovery of)
      advances to affiliates                           --              (71,856)
                                                -----------        -----------
                                                  1,867,293          1,634,067

            Income from operations                  129,233            342,782

Other Income (expense)
     Interest expense, net                         (141,484)          (135,317)
     Other income                                    12,590             20,856
     Debt conversion expense                           --             (156,466)
                                                -----------        -----------

            Income before income taxes                  339             71,855

Income Taxes                                         17,776             33,250
                                                -----------        -----------

            NET INCOME (LOSS)                   $   (17,437)       $    38,605
                                                ===========        ===========

Earnings per share (loss)                       ($     0.01)       $      0.02

Common shares and equivalents outstanding         3,301,432          2,237,983
                                                ===========        ===========


The accompanying notes are an integral part of these statements.



                                        4

<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

          UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                        THREE MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>

                                                                  Additional
                                                                    Paid-in          Accumulated
                                         Shares        Amount      Capital             Deficit              Total
                                         ------        ------      -------             -------              -----

<S>                                     <C>            <C>          <C>             <C>                 <C>
Balance, March 31, 1997                 3,320,950      $33,210      $7,043,226       $(11,000,812)      $(3,924,376)

Shares purchased and
  simultaneously retired                  (19,600)        (196)        (69,804)                             (70,000)

Investment in Vanguard Homes
  of N.J., Inc.                                                                             (100)              (100)

Shares issued as compensation               7,500           75          22,425                               22,500

Net Income for the 3 mos.
  ended June 30, 1997                         -             -              -             (17,437)           (17,437)
                                        ---------      -------      -----------     ------------        -----------
Balance, June 30, 1997                  3,308,850      $33,089      $6,995,847      $(11,018,349)       $(3,989,413)
                                        =========      =======      ==========      ============        ===========
</TABLE>


The accompanying notes are an integral part of these statements.



                                        5

<PAGE>
                  UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>

                                                                                         1997               1996
                                                                                         ----               ----
Cash flows from operating activities:
<S>                                                                                    <C>                 <C>
  Net income                                                                           $(17,437)           $38,605
  Adjustments to reconcile net income to net cash provided
    by operating activities:
          Depreciation and amortization                                                  65,258             69,601
          Common stock issued for services                                               22,500              2,781
          Deferred income taxes                                                             -                4,500
          Debt Conversion expense                                                           -              156,466

          Changes in operating assets and liabilities:
            Accounts receivable, advances and other receivables                        (123,716)           340,145
            Prepaid expenses and other                                                   12,752             34,662
            Development fees                                                            (85,000)            25,199
            Accounts payable                                                             44,203            (95,795)
            Accrued expenses                                                            150,959             70,119
            Income taxes payable                                                        (11,267)            18,768
            Resident security deposits                                                  (19,956)             3,600
                                                                                        -------          ---------

Net cash provided by operating activities                                                38,296            668,651
                                                                                        -------            -------

Cash flows used in investing activities:
  Investment in VHNJ                                                                       (100)
  Purchases of property and equipment                                                   (20,778)           (26,729)
                                                                                       --------         ----------
                                                                                        (20,878)           (26,729)
                                                                                       --------         ----------

Cash flows from financing activities:
  Proceeds from borrowings on mortgages and notes payable
          Principal repayments of mortgages and notes payable                           (75,476)           (79,235)
          Common stock purchased and
            simultaneously retired                                                      (70,000)
          Proceeds from exercise of warrants                                                -              207,074
          Increase in deferred offering costs                                                             (136,163)
                                                                                       --------         ----------

          Net cash used in financing activities                                        (145,476)            (8,324)
                                                                                       --------       ------------

NET INCREASE (DECREASE) IN CASH                                                        (128,058)           633,598
Cash at beginning of period                                                             202,924            210,245
                                                                                       --------         ----------
Cash at end of period                                                                  $ 74,866          $ 843,843
                                                                                       ========          =========

Cash paid during the year for
          Interest                                                                     $122,200          $ 119,000
                                                                                       ========          =========
          Income taxes                                                                 $ 28,288        $     1,000
                                                                                       ========        ===========

Schedule of noncash investing and financing activities:
  Capital leases for furniture and equipment                                                -              $47,591
  Debt converted to equity                                                             $    -            1,305,000
                                                                                       --------          ---------
                                                                                       $      0         $1,352,591
                                                                                       ========         ==========
</TABLE>

The accompanying notes are an integral part of these statements.



                                        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, 1997 and
June 30, 1997,  the related  consolidated  statements of earnings and cash flows
for the  three-month  periods ended June 30, 1997 and 1996, and the statement of
stockholders'  deficiency  for the  three-month  period ended June 30, 1997 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,
1997 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, 1997.
The results of operations for the period ended June 30, 1997 are not necessarily
indicative of the operating results expected for a full year.

Note B - Stockholders' Equity

     Convertible Debt

     In March 1996, the Company  offered the  convertible  mortgage  holders and
noteholders  the option to convert,  through April 30, 1996, to shares of common
stock at a price of $3.75 instead of prices ranging from $6.67 through $7.22. In
April 1996, 347,996 common shares were issued in connection with the offer. As a
result  of  the  offer,  the  Company  issued  167,877  additional  shares  upon
conversion,  the fair  value of  which,  $156,466,  has  been  recorded  as debt
conversion expense in the accompanying  consolidated statement of operations for
the three months ended June 30, 1996.

     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.

     Prior to the adoption of the  Directors'  Plan,  options had been issued to
outside directors,  of which options to purchase ____ shares were outstanding at
June 30, 1997.


                                        7

<PAGE>
     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.

Note C - Contingencies

     An  affiliate  of  Vanguard  Ventures,  Inc.  ("Vanguard"),  the  Company's
majority  stockholder,  was  indebted  under a first  mortgage in the  principal
amount of  $4,081,000.  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  Vanguard  default on this
affiliate's  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.

Note D - Promissory Note

     In August 1996, the Company received a $450,000 installment loan from State
Bank of Long  Island.  The  principal is payable in 36 equal  installments  plus
interest at prime plus 1 1/2 percent.





                                        8

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

Three Months Ended 1996 vs. 1997

Revenues

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

     Net revenues  increased by $20,000,  or 1 percent,  from  $1,977,000 in the
1996 period to $1,997,000 in the 1997 period.  The increase is attributable to a
$30,000  management  fee on a management  contract  which began October 1, 1996.
Resident services revenues decreased by $53,000,  or 4 percent,  from $1,248,000
in the 1996 period to $1,195,000  in the 1997 period.  The decrease was a result
of a reduction in occupancy due to a temporary mortorium on admissions at one of
the Company's  facilities.  From January to October 1997, Olds Manor was subject
to a moratorium  on  admissions  in the Home for the Aged due to the  allegation
that certain  services  being  rendered were beyond the scope of the  facility's
Home for the Aged License. As a consequence of the moritorium, occupancy dropped
from 95 percent, as of March 31, 1996, to 61 percent, as of June 30, 1997.

     Healthcare  services  revenues  increased  by $42,000,  or 7 percent,  from
$644,000 in the 1996 period to $686,000 in the 1997  period.  The increase was a
result of higher rates.

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  increased  by $53,000,  or 4 percent,  from
$1,481,000 in the 1996 period to $1,534,000 in the 1997 period.  The increase is
mainly attributable to salary increases.

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 increased by $111,000,  or 71 percent,
from $155,000 in the 1996 period to $266,000 in the 1997 period. The increase is
primarily  attributable  to an  increase in  personnel  costs and an increase in
overhead  associated with the Company's  attempted  public offering and plans to
expand its development projects.

Provision for Recovery on Advances to Affiliates

     During the three  months ended June 30,  1995,  the Company  recorded a net
recovery of Advances to  Affiliates  aggregating  $72,000.  No such recovery was
received in the current  quarter.  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 properties.




                                        9

<PAGE>
Interest Expense, Net

     Interest expense,  net, increased by $6,000, or 5 percent, from $135,000 in
the 1996 period to  $143,000  in the 1997  period.  The  increase  is  primarily
attributable  to interest on an  installment  loan  received in August 1996 (see
Note D).

Debt Conversion Expense

     The Company  offered its debtholders an inducement in the form of a reduced
conversion price on its then  outstanding  debt. As a result of such inducement,
an aggregate of  $1,305,000 of the  Company's  debt was  converted  into 347,996
shares of the  Company's  Common Stock  effective  April 1, 1996. As a result of
such inducement,  the Company issued 167,877  additional shares upon conversion,
the fair value of which,  $156,466, has been recorded as debt conversion expense
during the 1996 period.

Income Taxes

     Income taxes decreased by $15,000, or 47 percent,  from $33,000 in the 1996
period  to  $18,000  in the 1997  period.  The  decrease  is due to  decline  in
Operating Income.

Liquidity and Capital Resources

     Cash flow from operations was  approximately  $38,000 in the 1997 period as
compared to $669,000 in the 1996 period.  The change was  primarily  due to cash
advances made to development projects and fees earned but not collected.  In the
1996  period  there  was  collected  approximately  $590,000  on such  advances.
Conversely,  in the 1997  period  there were  advances  and fees  earned but not
collected of approximately $194,000. The effect of this change was the principal
cause of a $241,000 increase in the working capital deficit as at June 30, 1997.
Included  in the  deficiency  of  working  capital  are  $587,000  of  remaining
liabilities   associated  with  the  Company's   unsuccessful  public  offering.
Management  is currently  negotiating  with these  creditors  for  reductions in
amounts charged and extended payment terms.

     The Company's capital is not sufficient to fund its operating plans.  Given
the above, the Company is currently negotiating to sell a substantial portion of
its operating and  development  properties.  If such sales are  successful,  the
Company  would have adequate  capital to fund future  development  projects.  In
addition,  the  Company  has  received  a  commitment  letter  from a  financial
institution to refinance  substantially all of its outstanding mortgages. If the
Company elects to pursue this  financing  alternative,  the Company  believes it
will have adequate working capital.



                                       10

<PAGE>
                          Part II -- OTHER INFORMATION

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

     None during the quarter ended June 30, 1997.



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.



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



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



                                       12
Date: July 22, 1999