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

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________

                                    FORM 10-K

          [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE  ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

     [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                FOR THE TRANSITION PERIOD FROM ________TO________

                         COMMISSION FILE NUMBER: 0-22299
                                                 -------
                               SAXTON INCORPORATED
             (Exact name of registrant as specified in its charter)

                  NEVADA                                   88-0223654
     (State, or other Jurisdiction of                  (IRS Employer
      Incorporation, or Organization)                  Identification Number)


          5440 WEST SAHARA AVENUE, THIRD FLOOR, LAS VEGAS, NEVADA 89146
                                 (702) 221-1111
-------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

                                 ----------------

       SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:   NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

     Indicate by check mark whether the registrant:  (1) has filed reports to be
filed  by  Section  13  or  15(d) of the Securities Exchange Act 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.

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.

     As  of  April  24,  2000, 8,336,455 shares of the registrant's common stock
were  outstanding.  The  aggregate  fair  value  of  common  stock  held  by
non-affiliates  of  the  registrant  as  of  April  24,  2000  was approximately
$3,089,007  based  on a closing price of $1.125 for the common stock as reported
on  the  Nasdaq  Stock  Market  on  such  date.  For  purposes  of the foregoing
computation,  all  executive  officers,  directors  and  five percent beneficial
owners of the registrant are deemed to be affiliates.  Such determination should
not be deemed to be an admission that such executive officers, directors or five
percent  beneficial  owners  are,  in  fact,  affiliates  of  the  registrant.


                       DOCUMENTS INCORPORATED BY REFERENCE
                            Exhibit index in Item 14.

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


<PAGE>
                               SAXTON INCORPORATED
                         1999 ANNUAL REPORT ON FORM 10-K
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                                            PAGE
                                                                                                  ----
<S>                                                                                               <C>
  Item 1.  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
  Item 2.  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
  Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
  Item 4.  Submission of Matters to Vote of Security Holders . . . . . . . . . . . . . . . . . .    21
PART II
  Item 5.  Market for the Registrant's Common Equity and Related Security Holder Matters . . . .    22
  Item 6.  Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
  Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations    26
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk  . . . . . . . . . . . . .    37
  Item 8.  Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . .    37
  Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.    37
PART III
  Item 10.  Directors and Executive Officers of the Company. . . . . . . . . . . . . . . . . . .    39
  Item 11.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  Item 12.  Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . .    47
  Item 13.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . .    48
PART IV
  Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K. . . . . . . . . . .    50
</TABLE>


                                               i
<PAGE>
                                     PART I

ITEM  1.  BUSINESS

GENERAL

     Saxton  Incorporated  ("Saxton"  or  the  "Company")  is a diversified real
estate  company,  specializing  principally  in  the  affordable  homebuilding
industry,  operating  in  the  fast-growing  Las Vegas, Phoenix, Salt Lake City,
Tucson  and  Reno  markets.  The  Company's  business  is  comprised  of  four
components:  (i) the design, development, construction and sale of single-family
homes;  (ii)  the  performance  of design-build services for third-party clients
("design-build  services"), including tax credit partnerships; (iii) the design,
development  and construction of income producing portfolio properties; and (iv)
property  operations  and  management.  The  properties  consist  of  office and
industrial  buildings,  retail centers, apartments, single-family homes and land
in  various  phases  of  development.  The  Company  also  has  non-controlling
interests  in  joint  ventures that are engaged in the acquisition, development,
ownership  and  operation  of  real  property.

     In  1995,  management recognized the need for affordable housing in the Las
Vegas  market  and  began  to develop value-priced single-family detached homes.
The  Company  opened  its first single-family home development in April 1996 and
its  second  home  development in early 1997.  During 1999, the Company sold 924
homes,  at  an  average price of $111,161, an increase from 251 homes sold at an
average price of $110,100 in 1998. Reflecting the Company's commitment to expand
its  homebuilding  activities,  in March 1998, the Company acquired Maxim Homes,
Inc.  ("Maxim") and in November 1998, acquired Diamond Key Homes, Inc. ("Diamond
Key").  Maxim, a Salt Lake City, Utah homebuilder, specialized in building homes
generally  ranging  in  price from $145,000 to $185,000. Diamond Key, an Arizona
homebuilder  and  construction  company,  specialized in entry-level and move-up
homes  generally  ranging  in  price  from  $90,000  to  $120,000.  The Company,
including  Maxim  and  Diamond Key, had 26 residential community developments in
process,  in  three  states, as of December 31, 1999.  The Company also provides
its  construction  and  design-build  development services to clients which have
included  large,  nationally  recognized  public  companies  as  well as smaller
regional  businesses.

     The  Company's  portfolio of 12 income producing properties at December 31,
1999 included approximately 307,316 square feet of office, retail and industrial
facilities.  Management  monitors  the market for the Company's properties on an
ongoing  basis  to  take  advantage  of opportunities for strategic sales of its
holdings  when  conditions  are  favorable.  The  Company also provides property
management  services  for  apartment  properties  owned  by  the  tax  credit
partnerships.

WORKOUT  PLAN

     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of  1999  and  a  halt  of construction in Nevada and Utah in the first
quarter of 2000, primarily due to cash flow problems and over expansion, and was
in  default  on  substantially  all  notes  payable  at  December 31, 1999.  The
inadequate cash flow problem was due to several factors, including: the purchase
of Diamond Key Homes in November 1998 for approximately $12.9 million, including
$10.9  million  in  cash, a portion of which was borrowed funds; over expansion;
purchases  of  land  in  Utah  in  the first and third quarters of 1999 for $4.5
million,  which the Company purchased using a combination of high interest rate,
short  term  debt and funds intended for working capital and other purposes, and
for  which  the  Company was unable to obtain permanent replacement financing on
satisfactory  terms;  and the Company's failure to adequately monitor and manage
its  cash  flow.   The  aforementioned  facts  and  circumstances  have  raised
substantial  doubt  that the Company will be able to continue as a going concern
and,  therefore,  may  be  unable  to  realize  its  assets  and  discharge  its
liabilities in the normal course of business.

In  the  first  quarter  of 2000, the Company brought in outside consultants and
legal  expertise  to assist in formulating a workout business plan (the "Workout
Plan").  The  key  elements  of the Workout Plan are: to establish adequate cash
management  controls  regarding  cash  flows and to accelerate the retirement of
debt,  especially  higher interest rate debt, by raising additional capital from
sources  other  than  the  sale  of  homes,  such  as  the sale of land held for
development  and for sale and operating properties, and to negotiate forbearance
agreements  with  the  lenders.  The  Company believes that the proposed Workout
Plan  will  help  the  Company  focus  on  operations,  including  improved cash
management and monitoring of cash flows and completion of construction and sales
of  existing  projects.

     Although the Company hopes that the Workout Plan will allow the Company to
avoid filing, or being forced into, bankruptcy, there can be no assurances that
the Workout Plan will be approved by the Company's creditors and subcontractors
or, that if approved, the Company  will  be  able to successfully take the steps
necessary  under  the  Workout  Plan  to  avoid  filing,  or  being forced into,
bankruptcy.

     Cash Flow Funds Controls. The Company is still in the process of finalizing
the details of various loan terms  with  its  creditors and subcontractors.  The
Company has been meeting with its lenders and subcontractors in order to discuss
with  them  the  Company's operations, including the cash flow shortage, and the
proposed Workout Plan.  However, there can be no assurance that the Company will
be able to obtain agreement from its creditors and subcontractors to the Workout
Plan.


<PAGE>
     As  part  of the Workout Plan the Company has agreed to certain controls on
its  use  of  cash,  including  setting  up a voucher control system with Nevada
Construction  Services to coordinate payments to lenders and subcontractors. The
Company  has also proposed, as an additional component of the Workout Plan, that
its  subcontractors accept a pro rata share of proceeds from the sales of future
units  through  escrow  disbursements, after the primary lenders have been paid,
until the subcontractors' obligations are satisfied. These payments will be made
through  escrow  to  insure payment is made timely and accurately to the lenders
and  subcontractors.  The  Company  has  also agreed to weekly monitoring of the
Company's  progress  to  insure  adherence  to  the  Workout  Plan.

     Retirement of Debt and Sale of Properties.  An agreement (effective May 12,
2000)  has  been  reached  with a group of the Company's various individual debt
holders  ("Debt Holder"), which agreement is the cornerstone of the Workout Plan
and  would allow the Company to conduct an orderly disposition of certain of its
assets  so  as  to  improve  its balance sheet and its cash flow.  The agreement
provides  for the Debt Holder to acquire assets from the Company with a carrying
value of approximately $11.3 million, comprised of the Company's rights to a 914
acre  parcel  of  undeveloped  land  in  Tucson,  Arizona,  an 80 acre parcel of
undeveloped  land  in  North  Las  Vegas,  Nevada,  and  two  properties  under
development  in  Phoenix, Arizona.  In exchange for such assets, the Debt Holder
will  forgive  any  and  all  indebtedness  of  the Company in favor of the Debt
Holder,  currently  aggregating  approximately  $34.1  million ($27.8 million at
December  31,  1999)  and bearing interest rates ranging from 0.0% to 30.0%, and
the company will recieve Debt  Holder's  interest  in a condominium project that
has a fair value of approximately  $8.5 million and related debt of $5.5 million
(assumed  by  the  Company)  and  the  Debt  Holder's  assumed  Company  debt of
approximately  $2.7  million  on  the  two  Phoenix,  Arizona  properties.  This
agreement eliminates high interest rate  debt  the  Company  has  recorded  with
respect to these assets and it improves  the  balance sheet position in that the
primary  asset  being  given  in  exchange  for the  extinguishment of debt is a
contract to acquire the 914 acre parcel, which is recorded  as  a  $1.8  million
asset on the Company's Consolidated  Balance  Sheet.  Through  May  12, 2000 the
Company has sold three operating  properties  and  two  parcels  of  land,  with
a  carrying  value of approximately  $5.3 million and debt of approximately $4.2
million at December 31, 1999, for  a total of approximately $6.1 million.  These
sale  transactions retired debt of  approximately  $4.2  million.  The  sale  of
properties  and extinguishment  of  debt  will  result  in  debt  retirement  of
approximately  $39.9 million  and a gain of approximately $26.1 million in 2000.
Although  some  of  the  Debt  Holders'  obligations  are  unsecured,  much
of the debt is secured.  Hence, this transaction will  free  up  equity  for the
purposes of generating cash either  through  loans or sales to meet the existing
cash flow shortages.

     The  Company has other properties in escrow and anticipates cash flows from
these closings in the coming months.  There can be no assurance however that any
of  the proposed asset sales will be completed or, that if completed, they would
be  completed  in  a timely enough manner for the Company to avoid filing, or be
forced  into,  bankruptcy.  Similarly,  there  can be no assurance the Company's
other  creditors  will forego taking any actions against the Company pending the
completion of these transactions and there can be no assurance that, even if the
transactions are completed, that the Company will be able to avoid filing, or be
forced  into,  bankruptcy.

     The  cash  short  fall  in  the  initial  months, until business operations
stabilize,  is  dependent  on  the  sales  of properties. However, with the Debt
Holder  agreement  in  place,  considerable  cash  would  be  freed  up, and the
Company's  cash  flow  demands  from  short  term  borrowings  should  diminish
significantly.  Additionally, it will take time to fully implement  the  Workout
Plan and the Company may need to obtain interim financing and there  can  be  no
assurance that the Company will be able to  obtain  such  interim  financing  on
satisfactory  terms or not at all.

The  Company has also decreased its workforce in the first quarter of 2000 by 68
employees or 27.9% of the  Company's workforce, which is expected to result in a
reduction  of approximately $2.4 million per year in payroll related costs.  See
"Employees."

INITIAL  PUBLIC  OFFERING

     On  June  24,  1997, the Company completed its initial public offering (the
"Offering")  of  2,275,000 shares of the Company's common stock ("Common Stock")
at  $8.25  per share.  The net proceeds of approximately $17.3 million were used
as  follows:  (i)  $8.1  million  to  repay  indebtedness, of which $3.4 million
represented  indebtedness  to  the  Company's  principal  stockholders  and $1.7
million  represented indebtedness to other related parties; (ii) $5.6 million to
acquire land for future development; (iii) $2.8 million to acquire the interests
of  various  third-party  partners in certain properties; and (iv) approximately
$800,000  for  development  activities  and  general  corporate  purposes.

     Concurrently with the closing of the Offering, certain stockholders of the
Company  (the  "Contributing  Stockholders")  contributed  their  partnership
interests  in  certain  properties  to  the  Company.  In  addition,  certain
obligations  to  the  Contributing  Stockholders  represented  by  subordinated
dividend  notes  (the  "Notes")  were  satisfied  as follows:  (i) approximately
$700,000 of outstanding amounts due to the Company by the principal stockholders
were offset against the Notes; (ii) $3.7 million was repaid through the issuance
by  the  Company  of  384,256 shares of Common Stock; and (iii) $1.0 million was
repaid  through  the  issuance  by the Company of warrants for 400,000 shares of
Common  Stock,  which  lapsed  unexercised.  See  "-The  Reorganization."


<PAGE>
DEVELOPMENT  ACTIVITIES

GENERAL

     Land  Acquisition.  The Company historically has selected land for its home
and  other  development projects based upon a variety of factors, including: (i)
internally and externally generated demographic and marketing studies; (ii) soil
and  other physical conditions of the site; (iii) financial and legal reviews as
to  the  feasibility of the proposed project, including projected profitability;
(iv)  the  ability  to  secure  necessary  additional governmental approvals and
entitlements; (v) environmental due diligence; (vi) competition; (vii) proximity
to  local  traffic  corridors  and  community  facilities; (viii) infrastructure
requirements for grading, drainage, utilities and streets; and (ix) management's
judgment  and  experience  as to the real estate market and economic trends in a
particular  market.

     The  Company  generally  seeks  opportunities  to  create value through the
purchase  of undeveloped land, provided there is sufficient cash flow.  However,
in  the  fiscal year ended December 31, 1999, the Company acquired certain land,
using  high  interest  short  term debt, which the Company was unable to replace
with  permanent financing on satisfactory terms, which inability has contributed
to  the  Company's cash flow problems.  The Company utilizes contingent purchase
agreements and options to control land while it performs its preliminary review.
Management  then  invests  the  time  and  resources  to  obtain  all  necessary
entitlements  to  develop  the land.   By acquiring unentitled land, the Company
attempts  to: (i) minimize its capital investment because the land can generally
be  purchased  at a discount, compared to land with entitlements and because the
purchase  is  generally  not  consummated  until  all necessary entitlements are
obtained;  (ii)  realize  greater  returns  on its investment in land due to the
significant  value  that is added once entitlements are obtained and subdivision
or  parcel maps are filed; and (iii) provide a greater degree of involvement and
control over the design and development process. Once entitlements are obtained,
the  Company  undertakes  final  engineering,  site  grading  and development of
infrastructure,  including  the  construction  of  roads,  utilities  and  other
improvements.

     The  Company  typically  obtains  all  necessary  development  approvals,
completes  a  satisfactory  environmental  assessment  of  the site, secures any
necessary  financing and completes other due diligence deemed appropriate by the
Company  prior  to becoming obligated to complete the purchase or exercising its
option.  The use of contingent purchase agreements and options reduces the risks
normally  associated  with  the  purchase  of  undeveloped  land and reduces the
Company's  land  carrying  costs. However, in the fiscal year ended December 31,
1999,  the  Company  acquired certain land, using high interest short term debt,
which the Company was unable to replace with permanent financing on satisfactory
terms, which inability has contributed to the Company's cash flow problems.  The
Company  typically  acquires  land  in  contemplation  of a specific development
project;  it  does  not generally inventory undeveloped land.  In certain cases,
however,  the  Company may acquire a site larger than required for the specified
project with the intent of using the balance of the site for future development.


<PAGE>
     The  following  tables  present certain information as of December 31, 1999
regarding  parcels  of land that the Company owned or controlled for development
or  sale:

<TABLE>
<CAPTION>
                             APPROXIMATE
                              NUMBER OF    PROPOSED NUMBER    PROPOSED NUMBER
                              ACRES (1)      OF PROJECTS    OF UNITS/SQ. FOOTAGE
                             ------------  ---------------  --------------------
<S>                          <C>           <C>              <C>
Homebuilding Acreage (1):
 Arizona. . . . . . . . . .         1,017                4                 3,282
 Nevada . . . . . . . . . .           143                4                 1,030
 Utah . . . . . . . . . . .            66                3                   377
                             ------------  ---------------  --------------------
   Total                            1,226               11                 4,689
                             ============  ===============  ====================

Commercial Acreage (2):
 Arizona. . . . . . . . . .            40                4                39,000
 Nevada . . . . . . . . . .            49                8               683,755
 Utah . . . . . . . . . . .             6                1                80,000
                             ------------  ---------------  --------------------
   Total                               95               13               802,755
                             ============  ===============  ====================

Tax Credit Project Acreage:
 Arizona. . . . . . . . . .             -                -                     -
 Nevada . . . . . . . . . .             -                -                     -
 Utah . . . . . . . . . . .            18                2                   396
                             ------------  ---------------  --------------------
   Total                               18                2                   396
---------------------------  ============  ===============  ====================
<FN>
(1)  Includes approximately 338 acres that are under option or in escrow and are
planned  for  development  of  1,371  units.
(2)  Includes approximately 145 acres that are under option or in escrow and are
planned  for  four  projects.
</TABLE>

     The continuation of the Company's development activities over the long term
will depend on its continued ability to locate, enter into contracts to acquire,
maintain  adequate  cash  flow, obtain governmental approval for, consummate the
acquisition  of  and  improve  suitable  parcels  of  land.

     Construction.  The  Company  currently  employs  a  licensed  architect who
directs  and  oversees  the preparation of design plans for all of the Company's
projects  by  its  design  staff.  Engineering plans are prepared by consultants
retained  by the Company.  The Company acts as the general contractor for all of
its  development  projects  and  each  is  assigned  a  project  manager  with
responsibility  for  all  planning,  scheduling  and budgeting operations and an
on-site  superintendent  who oversees the subcontractors. The Company supervises
the  construction  of each project, coordinates the activities of subcontractors
and  suppliers,  subjects  their  work  to quality and cost controls and assures
compliance  with  zoning  and  building  codes.  The Company did perform certain
construction services in-house, but during the first quarter of 2000, as part of
a  cost  reduction  measure, the Company laid off eight employees and eliminated
that  division.  See  "-  Employees."

     The  Company  subcontracts  to  specialty  contractors  for  trades  not
specifically  performed by the Company. Subcontractors typically are retained on
a project-by-project basis to complete construction at a fixed price. Agreements
with  the  Company's subcontractors are generally entered into after competitive
bidding  on  an individual basis. The Company generally obtains information from
prospective  subcontractors  and  suppliers  with  respect  to  their  financial
condition and ability to perform under their agreements prior to commencement of
a  formal  bidding  process.  The  services  performed  for  the  Company  by
subcontractors  are  generally  readily  available  from  a  number of qualified
subcontractors.

     The  Company  uses,  to  the  extent  feasible,  standardized  designs  and
materials in its commercial construction and homebuilding operations in order to
permit  efficiencies in construction and materials purchasing that can result in
higher  margins.  In  addition,  by integrating its development and construction
operations,  the  Company is able to offer affordable homes with a wide range of
amenities.

     The  Company  generally  negotiates  the  purchase  of  major  raw material
components  such  as  concrete, lumber and structural steel. Where possible, the
Company negotiates price and volume discounts with suppliers on behalf of itself
and  its  subcontractors in order to take advantage of its volume of production.
Raw  materials  used in the Company's operations are generally readily available
from  a  number of sources but prices of such raw materials may fluctuate due to
various  factors,  including  supply  and  demand.


<PAGE>
HOMEBUILDING

     In  1995,  the  Company began the development of value-priced single-family
detached  homes  to  meet  the  demand  for  affordable housing in the Las Vegas
market.  In 1998, the Company expanded its homebuilding activities into Utah and
Arizona  through  the  acquisitions  of  Maxim  and  Diamond  Key.  The  Company
currently  sells  homes  in  Nevada, Utah and Arizona, including entry-level and
move-up  homes.  The Company emphasizes affordable housing, including townhomes,
cluster  homes  and  single-family  residences.

     The  Company's  objective  in  its  entry-level  and  move-up  homebuilding
activities is to deliver superior value to low and moderate income  families  by
pricing its homes competitively and  assisting  buyers  in  locating  financing,
while providing innovative  designs,  quality  construction  and  features  and
amenities not usually  found  in  other  affordable  housing.  The  Company  has
expanded its business opportunities by developing projects that are eligible for
various government-sponsored programs that provide down  payment  assistance  or
lower  cost financing.  Typical down payment assistance  programs  include  a 1%
down  payment  program  and  a  sweat  equity  program  that,  where  offered,
significantly increase the pool of potential homebuyers.  The Company  currently
plans to attempt to offer a range of  value-priced  homes  at  each  residential
development, including at least one design that is the lowest priced  comparable
product in the market.  The Company has been able to minimize  the  cost of  its
homes by integrating and performing  many  of the development functions as  well
as utilizing high-density site plans configured with  the  lots  having  minimal
frontage area. This type of site design enables the Company  to  reduce  certain
infrastructure construction costs,  such  as  streets  and  sewer  lines,  in
order  to  increase potential profitability.

     The following table provides certain information with respect to the
Company's homebuilding activities (dollars in thousands, except Average Sales
Price/Unit):

<TABLE>
<CAPTION>
                             YEARS ENDED DECEMBER 31,
                           ---------------------------
                            1997      1998      1999
                           -------  --------  --------
<S>                        <C>      <C>       <C>
Number of Units Sold(1) .      134       251       924
Average Sales Price/Unit.  $82,521  $110,096  $111,161
Total Revenue . . . . . .  $11,058  $ 27,634  $102,713
Gross Profit. . . . . . .  $   919  $  3,880  $  9,699
<FN>
(1)     Represents  home  sales  which  have  closed.
</TABLE>

     The  Company  focuses  its  marketing  efforts  primarily  on  first-time
homebuyers  and  apartment  renters as potential customers. This is accomplished
through  low down-payment requirements, down-payment assistance and sweat equity
programs.  These  programs  offer  potential  customers the opportunity for home
ownership for less than the cost of renting many apartments. The Company is also
currently  exploring  other  methods  and  programs for reducing the barriers to
homebuying  for  its  targeted  customers.

     Nevada  Product  Description.  The Company's Nevada homebuilding operations
     ----------------------------
focus  on  quality  homes  for  working  families  who  are generally first time
homebuyers.  The Company markets its homes in Nevada under the "Perennial Homes"
brand  name.  A  typical  neighborhood  built by the Company consists of a gated
community  with  a community recreation building and swimming pool.  The Company
also  provides  a  "complete  home" package included in the purchase price.  The
package  includes name brand appliances, decorative window coverings, a security
system  and garage door opener.  The package concept gives homebuyers protection
against  the  hidden  costs  of  moving and typically results in a lower overall
cost.

     The Company's single-family detached home communities generally offer at
least three different floor plans, with two, three  or four bedrooms and two-car
garages  and  range  from  991 square feet to 1,736 square feet.  The townhouses
have  two  or  three  bedrooms, with two and one-half baths and either a one- or
two-car  attached  garage.  The  Company's  cluster  home developments generally
consist  of  seven  to  eight  single-family  detached  homes  sharing  a common
cul-de-sac.


<PAGE>
     The base sales price ranges for homes in the Company's Nevada communities
as of December 31, 1999 were as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Sutter Creek (single-family detached) . . .  $   105,990 -  $126,990
Crescendo at Silver Springs (cluster homes)       99,990 -   132,990
Sterling at Silver Springs (cluster homes).       99,990 -   115,990
Kendall Creek (townhomes) . . . . . . . . .      109,990 -   122,990
Pelican Creek (single-family detached). . .      121,990 -   135,990
</TABLE>

     While the Company's primary geographic focus in Nevada has been in the Las
Vegas area, during 1998 the Company opened office facilities in Reno, Nevada and
is currently constructing and selling a 102-unit townhome project in Sparks,
near Reno,  known  as  Kendall  Creek.

    The  following  table presents certain information, as of December 31, 1999,
relating  to  the Company's home developments in Nevada that were: (i) completed
and  sold  out  during  1999;  (ii)  active  (under  development  or with unsold
inventory);  or  (iii)  planned:

<TABLE>
<CAPTION>
                                             Nevada Homebuiling

                                                                        Total    No. of                  Average
                                                             No. of     No. of    Homes    Number of    Price/Home   Total Home
                                                            Homes at    Homes   Closed in   Homes in    Closed in   Sales Revenue
Project Name                        Home Type    Location   Completion  Closed    1999     Backlog (1)     1999        in 1999
------------                      -------------  ---------  ----------  ------  ---------  -----------  ----------  -------------
<S>                               <C>            <C>        <C>         <C>     <C>        <C>          <C>         <C>
Completed and Sold out During
1999:
  Sunrise Ridge. . . . . . . . .  Townhomes      Las Vegas         154     154         10           -   $   91,046  $     910,464
                                                            ----------  ------  ---------  -----------              -------------
    Total Completed and Sold Out
During 1999. . . . . . . . . . .                                   154     154         10           -                     910,464

Under Development or With Unsold
Inventory (3):
  Pelican Creek. . . . . . . . .  Detached       Las Vegas          79       1          1           34     123,589        123,589
  Sutter Creek . . . . . . . . .  Detached       Las Vegas         150     113        112           13     109,544     12,270,025
  Cresesendo at Silver Springs.   Cluster homes  Las Vegas         285     121        121           31     109,480     13,247,130
  Sterling at Silver Springs . .  Cluster homes  Las Vegas         240      50         50           25     104,018      5,200,897
  Kendall Creek . . . . . . . .   Townhomes      Sparks            102      10         10           29     111,708      1,117,076
    Total Under Development or                              ----------  ------  ---------  -----------              -------------
    With Unsold Inventory . . .                                    856     295        294          132                 31,958,717

Planned (4):
  Silver Springs Phase A . . . .  Cluster homes  Las Vegas         236      -          -            -           -              -
  Taylor Ranch (5) . . . . . . .  Cluster homes  Las Vegas         581      -          -            -           -              -
  Madre Mesa North . . . . . . .  Detached       Las Vegas         131      -          -            -           -              -
  Madre Mesa South . . . . . . .  Detached       Las Vegas          82      -          -            -           -              -
                                                            ----------  ------  ---------  -----------              -------------
    Total Planned . . . . . . .                                  1,030      -          -            -           -              -
                                                            ----------
    Grand Total . . . . . . . .                                  2,040     449        304          132                 32,869,181
----------------------------------------------------------  ==========  ======  =========  ===========              =============

                                   Estimated
                                   Ave. Price   Est. Sales
                                   per Unsold    Value of
Project Name                        Home (2)   Unsold Homes
------------                       ----------  ------------
<S>                                <C>         <C>
Completed and Sold out During
1999:
  Sunrise Ridge. . . . . . . . .   $      -   $          -
    Total Completed and Sold Out              -------------
During 1999. . . . . . . . . . . .                       -

Under Development or With Unsold
Inventory (3):
  Pelican Creek . . . . . . . .      128,657     10,035,246
  Sutter Creek . . . . . . . . .     119,864      4,434,968
  Cresesendo at Silver Springs .     119,135     19,538,140
  Sterling at Silver Springs . .     107,807     20,483,330
  Kendall Creek . . . . . . . .      111,708     10,277,136
    Total Under Development or                -------------
    With Unsold Inventory                        64,768,820

Planned (4):
  Silver Springs Phase A . . . .          -              -
  Taylor Ranch (5) . . . . . . .          -              -
  Madre Mesa North . . . . . . .          -              -
  Madre Mesa South . . . . . . .          -              -
                                              -------------
    Total Planned . . . . . . .                          -

    Grand Total . . . . . . . .               $  64,768,820
                                              =============
<FN>
(1)     Represents  The  Number Of Homes That Are Under Sales Contracts But Have
        Not  Yet  Closed.
(2)     Represents  The  Proposed  Average  Offering  Sales Price Per Home To Be
        Sold.
(3)     Open  For  Sale  As  Of  March  30,  2000.
(4)     The  Company  Owns  Or Otherwise Controls The Land For Each Planned Home
        Development.  In  Most  Cases,  The Planned Home Development Requires
        Additional Entitlements, Permits Or Other Actions Prior To Construction,
        And There Can Be No Assurance That All  Regulatory  Approvals  Can  Be
        Obtained.
(5)     This  Property Was Given In Exchange For Relief Of Debt To The Company's
        Largest  Debt  Holder.  See  "Workout  Plan."
</TABLE>


     Arizona  Product  Description.  Diamond  Key,  the  Company's  Arizona
     -----------------------------
homebuilding  subsidiary,  was  acquired  in  November  1998.  Diamond  Key's
homebuilding  operations  have  historically  included  a  wide  range of homes.
However,  during  1997,  its  focus  began  to shift to entry-level homes in the
Phoenix  and  Tucson  areas.  The Company markets its homes in Arizona under the
"Diamond  Key  Homes"  brand name. The targeted market is low to moderate income
households.

     The  Company  has under purchase agreement approximately 900 acres of land,
which  is not included in the "Arizona Homebuilding" table. This land is located
in  close  proximity  to  Interstate  10,  ninety miles south of Phoenix, and is
currently  zoned  for  large  lot  development.  This  right, under the purchase
agreement,  was  exchanged  for  relief  of debt with the Company's largest debt
holder.  See  "Workout  Plan."


<PAGE>
    The  following  table presents certain information, as of December 31, 1999,
relating  to the Company's home developments in Arizona that were: (i) completed
and  sold  out  during  1999;  (ii)  active  (under  development  or with unsold
inventory);  or  (iii)  planned:

<TABLE>
<CAPTION>
                                   Arizona Home Building

                                                                        Total    No. of                  Average
                                                             No. of     No. of    Homes    Number of    Price/Home   Total Home
                                                            Homes at    Homes   Closed in   Homes in    Closed in   Sales Revenue
Project Name                        Home Type    Location   Completion  Closed    1999     Backlog (1)     1999        in 1999
------------                      -------------  ---------  ----------  ------  ---------  -----------  ----------  -------------
<S>                               <C>            <C>        <C>         <C>     <C>        <C>          <C>         <C>
Completed and Sold out During
1999:
  Neely Ranch . . . . . . . . .   Detached       Gilbert            22      22          3           -   $  156,833  $     470,500
  Rancho Vistoso . . . . . . . .  Detached       Oro Valley         17      17          1           -      209,000        209,000
  Rancho Cimarron 1 . . . . . .   Detached       Gilbert            63      63          1           -      169,000        169,000
  Bolero Court . . . . . . . . .  Detached       Phoenix           130     130         97           -       98,838      9,587,286
  Stonehenge . . . . . . . . . .  Detached       Gilbert            57      57          5           -      143,209        716,045
  Sonoran Vista 1 . . . . . . .   Detached       Gilbert           150     150          8           -      120,025        960,200
                                                            ----------  ------  ---------  -----------              -------------
Total Completed and Sold Out
During 1999. . . . . . . . . . .                                   439     439        115           -                  12,112,031

Under Development or With Unsold
Inventory:
  Sunrise Canyon 1 . . . . . . .  Detached       Apache Jctn       268     260        141           18      99,250     13,994,278
  Sunrise Canyon 2 . . . . . . .  Detached       Apache Jctn       132     116         88            7     106,992      9,415,322
  Copper Creek . . . . . . . . .  Detached       Oro Valley         61      29         15            5     114,111      1,711,671
  Castle Rock . . . . . . . . .   Detached       Phoenix           166      54         20           20     155,253      3,105,057
  Desert Vista 1 . . . . . . . .  Detached       Oro Valley         40      39          8           -      204,858      1,638,863
  Desert Vista 2 . . . . . . . .  Detached       Oro Valley         33       1          1            4     197,331        197,331
  Rita Ranch 1 . . . . . . . . .  Detached       Tucson             72      70         57           -      104,711      5,968,554
  Rita Ranch 2 . . . . . . . . .  Detached       Tucson             63      -          -            21          -              -
  Suncliff 1 . . . . . . . . . .  Detached       Peoria            246     245         48            1     100,942      4,845,215
  Sonoran Vista 2 . . . . . . .   Detached       Gilbert            24       8          6            6     239,222      1,435,332
  Sunrise Canyon 3 . . . . . . .  Detached       Apache Jct         81       7          7           73     103,936        727,554
  Suncliff 3 . . . . . . . . . .  Detached       Peoria             28      -          -            -           -              -
  Suncliff 4 . . . . . . . . . .  Detached       Peoria            135      51         51           42     108,526      5,534,888
  Pueblo Seco Townhouses . . . .  Townhomes      Mesa              166      20         20           25      99,330      1,986,600
                                                            ----------  ------  ---------  -----------              -------------
Under Development or With Unsold
Inventory:                                                       1,515     900        462          222                 50,561,665

Planned (3):
  Suncliff 5 (4) . . . . . . . .  Detached       Peoria            170      -          -            -           -              -
  El Mirage (4) . . . . . . . .   Detached       El Mirage         653      -          -            -           -              -
  Tangerine Hills . . . . . . .   Detached       Tucson            450      -          -            -           -              -
                                                            ----------  ------  ---------  -----------              -------------
    Total Planned . . . . . . .                                  1,273      -          -            -                          -
                                                            ----------  ------  ---------  -----------              -------------
    Grand Total . . . . . . . .                                  3,227   1,339        577          222              $  62,673,696
--------------------------------                            ==========  ======  =========  ===========              =============


                                   Estimated
                                   Ave. Price   Est. Sales
                                   per Unsold    Value of
Project Name                        Home (2)   Unsold Homes
------------                       ----------  ------------
<S>                                <C>         <C>
Completed and Sold out During
1999:
  Neely Ranch . . . . . . . . .   $        -   $         -
  Rancho Vistoso . . . . . . . .           -             -
  Rancho Cimarron 1 . . . . . .            -             -
  Bolero Court . . . . . . . . .           -             -
  Stonehenge . . . . . . . . . .           -             -
  Sonoran Vista 1 . . . . . . .            -             -
                                               ------------
Total Completed and Sold Out
During 1999. . . . . . . . . . .                         -

Under Development or With Unsold
Inventory:
  Sunrise Canyon 1 . . . . . . .      101,000       808,000
  Sunrise Canyon 2 . . . . . . .      104,000     1,664,000
  Copper Creek . . . . . . . . .      107,500     3,440,000
  Castle Rock . . . . . . . . .       151,000    16,912,000
  Desert Vista 1 . . . . . . . .      165,000       165,000
  Desert Vista 2 . . . . . . . .      192,000     6,144,000
  Rita Ranch 1 . . . . . . . . .      101,500       203,000
  Rita Ranch 2 . . . . . . . . .      101,500     6,394,500
  Suncliff 1 . . . . . . . . . .      101,000       101,000
  Sonoran Vista 2 . . . . . . .       212,500     3,400,000
  Sunrise Canyon 3 . . . . . . .       99,000     7,326,000
  Suncliff 3 . . . . . . . . . .      112,500     3,150,000
  Suncliff 4 . . . . . . . . . .      103,500     8,694,000
  Pueblo Seco Townhouses . . . .       95,000    13,870,000
                                               ------------
Under Development or With Unsold
Inventory:                                       72,271,500

Planned (3):
  Suncliff 5 (4) . . . . . . . .           -             -
  El Mirage (4) . . . . . . . .            -             -
  Tangerine Hills . . . . . . .            -             -
                                               ------------

    Total Planned . . . . . . .            -             -
                                               ------------

    Grand Total . . . . . . . .                $ 72,271,500
--------------------------------               ============
<FN>
(1)     Represents  the  number of homes that are under sales contracts but have
        not  yet  closed.
(2)     Represents  the  proposed  average  offering  sales price per home to be
        sold.
(3)     The  Company  owns  or otherwise controls the land for each planned home
        development.  In  most  cases,  the  planned  home  development requires
        additional entitlements, permits or other actions prior to construction,
        and there can be no assurance  that  all  regulatory  approvals  can  be
        obtained.
(4)     These  properties  were  given  in  exchange  for  relief of debt to the
        Company's  largest  debt  holder.  See  "Workout  Plan."

</TABLE>

     Utah  Product  Description.  Maxim,  the  Company's  Utah  homebuilding
     --------------------------
subsidiary,  was acquired in March 1998. Maxim has specialized in building homes
generally  ranging  in price from $145,000 to $185,000. Under Saxton leadership,
Maxim's  homebuilding operations will focus on move-up homes with prices ranging
from  $100,000  to  $170,000.  The  Company  markets its homes in Utah under the
"Maxim Homes" brand name. The targeted market is for moderate-income households,
focusing on the move-up buyer. The Company's current developments are located in
the  Salt Lake City area. The homes include fully landscaped front yards, garage
door  openers  and  are  pre-wired  for  security  systems.


<PAGE>
UTAH  HOMEBUILDNG

     The following table presents certain information, as of December 31, 1999,
relating  to  the  Company's  home  developments in Utah which are active (under
development  or  with  unsold  inventory)  or  planned:

                                                              UTAH HOMEBUILDING

<TABLE>
<CAPTION>
                                                                                                                 Average/
                                                                                                No. of           Price     Total
                                                                             No. of     Total   Homes   No. of   Home       Home
                                                                             Homes      No. of  Closed  Homes    Closed     Sales
                                                                               at       Homes   In       in      in       Revenue
Project Name                                         Home Type  Location  at Completion Closed  1999 Backlog(1)  1999      in 1999
------------                                         ---------  --------- ------------- ------  ---- ----------  ----     ---------
Completed and Sold Out During 1999:
<S>                                                   <C>        <C>           <C>      <C>     <C>  <C>        <C>       <C>
  Wood Ranch . . . . . . . . . . . . . . . . . . . .  Detached   South Jordan      70      70     13        -   $185,551  2,411,637
  Riverwalk. . . . . . . . . . . . . . . . . . . . .  Detached   American Fork     13      13     13        -    173,661  2,257,598
                                                                               ------  ------  -----  ---------          ---------
     Total Completed and Sold Out During 1999 . . . . . . . . . . . . . . . . . .  83      83     26        -             4,669,235

Under Development or With Unsold Inventory (3):
  Murfield . . . . . . . . . . . . . . . . . . . . .  Detached   Syracuse         142       -      -        -          -          -
  The Falls at Overlake                               Detached   Tooele            49       -      -        -          -          -
  Sunrise Pointe 1 . . . . . . . . . . . . . . . . .  Detached   W.Valley City     77      17     17        2    147,159  2,501,699
                                                                               ------  ------  -----  ---------           ---------
  Total Under Development or With Unsold Inventory  . . . . . . . . . . . . . .   268      17     17        2             2,501,699

Planned (4):
  West Haven Townhomes   . . . . . . . . . . . . . .  Townhomes  Roy              186       -      -         -         -          -
                                                                               ------  ------  -----  ---------           ---------
  Total Planned   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         186       -      -         -                    -
                                                                               ------
  Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         537     100     43         2           $7,170,934
                                                                               ======  ======  =====  =========           =========

-------------------------------------------------------



                                                        Estimated
                                                        Ave. Price              Est. Sales
                                                        per Unsold              Value of
Project Name                                            Home (2)                Unsold Homes
------------                                          ------------------  ------------------
Completed and Sold Out During 1999:
<S>                                                   <C>
  Wood Ranch . . . . . . . . . . . . . . . . . . . .                   -                  -
  Riverwalk. . . . . . . . . . . . . . . . . . . . .                   -                  -
                                                                         ------------------
Total Completed and Sold Out During 1999 . . . . . .                                      -
Under Development or With Unsold Inventory (3):
  Murfield . . . . . . . . . . . . . . . . . . . . .             141,143         20,042,306
  The Falls at Overlake. . . . . . . . . . . . . . .             125,990          6,173,510
  Sunrise Pointe 1 . . . . . . . . . . . . . . . . .             148,132          8,887,920
                                                                          -----------------
  Total Under Development or With Unsold Inventory .                             35,103,736

Planned (4):
  West Haven Townhomes  . . . . . . . . . . . . . .                    -                  -
                                                                          -----------------
  Total Planned. . . . . . . . . . . . . . . . . .                                        -

  Grand Total  . . . . . . . . . . . . . . . . . .                        $      35,103,736
                                                                          =================

<FN>
(1)     Represents  the  number of homes that are under sales contracts but have
        not  yet  closed.
(2)     Represents  the  proposed  average  offering  sales price per home to be
        sold.
(3)     Open  for  sale  as  of  December  31,  2000.
(4)     The  Company  owns  or otherwise controls the land for each planned home
        development.  In most  cases,  the  planned  home  development  requires
        additional entitlements, permits or other actions prior to construction,
        and there can be no  assurance that  all  regulatory  approvals  can  be
        obtained.
</TABLE>

     Production  Strategy.  The  Company  attempts to limit the number of unsold
units  under  construction  by  limiting the size of each construction phase and
closely  monitoring sales activity.  However, the Company commences construction
prior  to  obtaining  sales  contracts  for all homes within a given phase.  The
Company strives to match construction starts to its sales rates.  Building homes
of the same product type in phases also allows the Company to utilize production
techniques that reduce its construction costs.  The size of these phases depends
on  such  factors  as  current  sales  and cancellation rates, the type of buyer
targeted  for  a  particular  residential  project, the time of the year and the
Company's  assessment  of  prevailing  and  anticipated  economic  conditions.
Depending  on  the  design,  time  of  year, local labor situation, governmental
approvals,  availability  of  materials  and  supplies,  and  other factors, the
Company  generally  completes  a home in three to four months, most of which are
sold  by  completion  of construction.  The Company has historically implemented
this production strategy in Nevada and intends to phase it into its homebuilding
operations  in  Arizona  and Utah, where Diamond Key and Maxim have historically
built  most  homes  to  order.

     Marketing  and  Sales.  The  Company sells its homes through licensed sales
representatives who typically work from sales offices located in the model homes
at  the  development  site.  Sales  representatives  assist  potential buyers by
providing  them  with  basic  floor  plans,  price  information, development and
construction  timetables, tours of model homes and the selection of options. The
Company's  sales  representatives  are  provided  training  by  the  Company and
generally  have  had prior experience selling new homes in the local market. The
Company  also  markets  its  homes for sale through direct mailing to identified
populations  of prospective buyers and, to a lesser extent, through other media,
including  newspaper,  television  and  radio  advertising,  billboard and other
signage.

     The  Company has built and decorated model homes at each of its residential
communities  to display the homes' design features.  Model homes play a key role
in  helping  buyers  understand the efficiencies and value provided by each plan
type  of the Company's homes. The Company intends to utilize model homes at each
of  its  planned  residential  communities.

     Homes  are  typically  sold  prior  to  or  during construction using sales
contracts  which  are  accompanied  by  small  cash  deposits.  Purchasers  are
permitted  to cancel sales contracts if they are unable to qualify for financing
and  under certain other circumstances, including rescission rights which may be
given  under  local  law.  The  Company  believes  that its cancellation rate is
consistent  with  that  generally  experienced  at  other  affordable  home
developments.  Although cancellations can delay the sale of the Company's homes,
they  have  not  had a material impact on sales, operations or liquidity because
the  Company  closely  monitors  the progress of prospective buyers in obtaining
financing  and  monitors  and adjusts its construction plans to better match the
level  of  demand  for  its  homes.


<PAGE>
     To  assist  in  the  marketing  of  its  homes  and  to limit the Company's
liability  for certain construction defects, the Company sells the homes subject
to  a  limited  warranty  which  includes,  among other things, coverage from an
insurance company for the cost to repair major structural defects for ten years.
The Company is liable for such repair costs during only the first two years and,
subject to the following limitations, such liability is covered by the Company's
builders'  policy.  The  foregoing  repair  costs  are  limited by the Company's
builders' policy to the repair, replacement or payment of the reasonable cost of
repair  or replacement of such warranted items not to exceed an aggregate amount
equal  to the final sales price of the home covered by the warranty.  The choice
to  repair, replace or make payments is the Company's during the first two years
and  the  insurance  company's  thereafter.  Typically, the Company also has the
right  to  buy back the home at the original purchase price plus specified costs
incurred  by  the  buyer  under  certain  conditions.  In  addition,  all  other
warranties,  express  or  implied,  including  but  not  limited to, all implied
warranties  of  fitness,  merchantability  or  habitability  are  disclaimed and
excluded  to  the  extent  allowed  by  law.

     Customer  Financing.  The Company does not provide financing to prospective
homebuyers  but  works  closely  with mortgage brokers or lenders who assist the
Company's  homebuyers  in obtaining financing. Since its acquisition in December
1998,  HomeBanc  Mortgage Corporation "HomeBanc" has provided mortgage brokerage
services  to  purchasers  of  the  Company's  homes  in Arizona.  The Company is
planning  to  explore  opportunities to expand its mortgage brokerage activities
into  its  other  markets  and  to  enter the mortgage banking business.  At the
on-site  office,  sales  representatives  provide  prospective  homebuyers  with
information  regarding  the  qualifying  criteria  for  mortgage  financing.  In
addition, the Company prices its homes to meet the applicable requirements for a
home  buyer's  mortgage loan to be insured by the Federal Housing Administration
(the "FHA") or guaranteed by the Veterans Administration (the "VA").  FHA and VA
financing  generally  enables  homebuyers  who  satisfy certain income and other
requirements  to  purchase homes with lower down payments than the down payments
required  by  conventional  mortgage  lenders.  The  Nevada  Housing  Division's
mortgage  purchase  programs  generally  enable  such  buyers to obtain mortgage
financing  at  less  than  prevailing rates.  During 1998, the Company offered a
program  to  buyers  which  allows them to make a minimum 1% down payment, which
generally  permits  these  buyers  to  move  into  a  new  home for less than or
equivalent  to  the  cost  of renting an apartment.  The Company also intends to
work  with  other  federal,  state  and  non-profit  sponsors which provide down
payment  assistance  to  qualifying  homebuyers.  Management  believes  that the
availability  of the foregoing financing programs broadens the pool of potential
purchasers  for  the  Company's  homes.

     Customer  Service  and  Quality.  Management  believes that strong customer
relations  and an adherence to high quality control standards are fundamental to
the  Company's  future  success. The Company employs a quality assurance process
which  is intended to provide a positive atmosphere for each customer throughout
the  pre-sale,  sale,  building,  closing  and post-closing periods. The Company
employs  full-time  customer  service employees, who, working as a team with the
Company's  sales  representatives  and  on-site construction supervisor, oversee
compliance  with  the  Company's quality control standards. These employees as a
group  have  responsibility  for:  (i)  overseeing  the entire project from land
development  through  construction; (ii) overseeing performance by the Company's
subcontractors  and  suppliers;  (iii)  reviewing  the progress of each home and
conducting  formal inspections as specific stages of construction are completed;
(iv)  regularly  updating  each  buyer on the progress of such buyer's home; (v)
preparing  homeowner  orientation  materials; and (vi) scheduling and performing
all  service  calls to handle "punch-list," warranty and other items immediately
before  and  after  the  home  sale.

PORTFOLIO  PROPERTIES

     The  Company  designs,  develops  and  owns  commercial  income-producing
properties  for  its own portfolio.  At December 31, 1999, the Company owned and
operated  a portfolio of 12 properties comprised of approximately 307,316 square
feet  of  space  at  an  annualized  base  rent  of  approximately  $3.6 million
(including  approximately  $584,045  paid  by  the  Company).  See  "Property
Operations  and  Management - Operations."  At December 31, 1999, the cost basis
of  these properties was $28.2 million and these properties secured indebtedness
of  $24.2  million.  At  December  31,  1999,  the  Company  had  two  portfolio
properties  in  various  stages of development.  The estimated aggregate cost at
completion for such projects is approximately $3.1 million, substantially all of
which is expected to be financed with construction loans.  At December 31, 1999,
all  portfolio  properties  were  designated  as  held  for  sale.


<PAGE>
     The  following  table  sets  forth  certain information with respect to the
Company's  portfolio  properties  under  development  and  held  for  sale as of
December  31,  1999:

<TABLE>
<CAPTION>
                               APPROXIMATE    COSTS INCURRED    ESTIMATED     ESTIMATED
                                BUILDING         THROUGH        REMAINING   TOTAL COST AT
PROJECT (1)      TYPE   ACRES  SQUARE FEET  DECEMBER 31, 1999     COSTS       COMPLETION
--------------  ------  -----  -----------  ------------------  ----------  --------------
<S>             <C>     <C>    <C>          <C>                 <C>         <C>

Rancho Vegas . .Retail    0.7        9,800  $          925,243  $   53,734  $      978,977
Regency Plaza. .Retail    2.8       28,200           1,751,699     339,964       2,091,663
                        -----  -----------  ------------------  ----------  --------------
 Total . . . . . . . .    3.5       38,000  $        2,676,942     393,698  $    3,070,640
                        =====  ===========  ==================  ==========  ==============
<FN>
(1)     These  projects  are  located  in  Las  Vegas,  Nevada.
</TABLE>

     The Company builds retail and office properties which typically are located
within  commercial  corridors  near  traffic  generators such as regional malls,
business developments and major thoroughfares.  Management believes the benefits
of such locations include high visibility to passing traffic, ease of access and
tenant  control  over the site's operating hours and maintenance standards.  The
Company  typically  builds industrial properties in areas where other industrial
properties are located.  The Company's commercial and industrial properties have
the  potential  to be easily adapted to a variety of tenants and have relatively
low  re-leasing  costs,  which  provide  the Company with flexibility in use and
tenant  selection  if  the  properties  are  vacated.

     The  following  table  sets  forth  certain information with respect to the
Company's  sales  of  commercial  properties  (dollars  in  thousands):

<TABLE>
<CAPTION>
                                       YEARS ENDED DECEMBER 31,
                                      ---------------------------
                                        1997    1998      1999
                                      -------  ------  ----------
<S>                                   <C>      <C>     <C>
Number of Portfolio Properties Sold.        3       4          2
Number of Land Parcels Sold. . . . .        3       -          1 (1)
Total Revenue. . . . . . . . . . . .  $11,540  $7,823  $   4,901
Gross Profit (loss). . . . . . . . .  $ 4,413  $  113  $(  2,016)
<FN>
(1)  Partial  land  sale  in  1999,  adjacent  to  the  Turtle  Stop  Property.
</TABLE>


DESIGN-BUILD  SERVICES

     The  Company provides its design-build construction services to third-party
clients,  including  Tax Credit Partnerships. See "Tax Credit Projects."  During
the  five  years  ended December 31, 1999, the Company completed 39 design-build
projects, comprised of 13 industrial facilities, 14 other commercial properties,
4  schools  and  8  apartment  or townhome complexes.  At December 31, 1999, the
Company  had  2  uncompleted design-build development and construction projects,
representing  an  aggregate contract amount of approximately $35.3 million.  The
Company  manages  its  design  and  construction  process through a coordinated,
cooperative  team approach. The Company's primary goal is to achieve the owner's
cost and schedule objectives while producing a facility of the highest standards
of  quality.


<PAGE>
     The  following  table  sets  forth  certain information with respect to the
Company's TCP projects, which are under development, but were classified as held
for  sale,  as  of  December  31,  1999:

<TABLE>
<CAPTION>
                                           APPROXIMATE         REVENUE        TOTAL
                                             BUILDING          THROUGH       CONTRACT
PROJECT           TYPE        LOCATION     SQUARE FEET   DECEMBER 31, 1999    PRICE
-------------  ----------  --------------  ------------  -----------------  -----------
<S>            <C>         <C>             <C>           <C>                <C>
South Valley   Apartments  Las Vegas, NV        265,339  $     20,412,990   $22,192,000
Spanish Hills  Apartments  Sparks, NV           146,951        12,445,100    13,100,632
                                           ------------  -----------------  -----------
     Total. . . . . . . . . . . . . . .         412,290  $     32,858,090   $35,292,632
                                           ============  =================  ===========
</TABLE>

     The  Company's design-build development and construction services encompass
all  phases  of  the  project, including architectural design, the selection and
review  of  engineering  professionals  and  the  performance  of  all  general
contractor  responsibilities.  Design-build projects permit the Company to offer
accelerated  construction  schedules  to  its  clients  because  the Company can
perform work on certain aspects of a project while other aspects are still being
designed.  Design-build  contracting enables the Company to provide clients with
comprehensive project management, providing a coordinated team approach from the
pre-construction  development  stage  through  construction  and completion of a
project.

     Design-build  projects  are generally undertaken on a fixed-price basis and
may  be built on land owned by the Company and then sold to the client, owned by
the  client, or identified by the client and then either purchased by the client
or  by  the  Company for resale to the client. The typical design-build contract
requires  the  Company to obtain all necessary government permits and approvals,
perform  or  oversee  all  architectural and engineering services, construct the
project  and,  in  many cases, arrange, on the client's behalf, any needed land,
construction  and  permanent  financing. The Company's design-build projects are
generally  the  result  of referrals by former clients, brokers or others in the
real  estate  business.

     Fixed-price  contracts  require the Company to accurately estimate the cost
and  quantities  of  materials,  labor and equipment necessary and the amount of
time  required  to  complete a project. The Company generally bears the risks of
construction  cost  overruns.  In  order  to  arrive  at the contract price, the
Company  uses  a  computer-based  estimating  program to develop a comprehensive
estimate  for  the  project  for  which  separate  labor,  equipment,  material,
subcontractor,  overhead  and  profit  estimates  are  compiled.  Once a project
begins,  the  estimate is used to measure and monitor ongoing project costs. The
Company's  ability  to estimate project costs accurately has historically been a
key  component  of  its success and profitability. Fixed-price contracts provide
the opportunity for greater profits to the extent the contractor is able to hold
down  costs  below  those  originally  anticipated.

     The  Company bills its client, or the project construction lender, for work
performed  and  pays  the  subcontractors  from  funds  received. The Company is
responsible  for the performance of the entire contract, including work assigned
to  subcontractors.  Accordingly,  the Company is subject to liability resulting
from  the  failure  of subcontractors to perform as required under the contract.
Typically,  pursuant  to  construction industry practice, a portion of billings,
generally  not  exceeding  10%,  is  retained by the client until the project is
completed.  The  Company  recognizes  revenue  and  profit  on  its construction
contracts  under  the  percentage-of-completion  method.

     The Company generally does furnish bonds guaranteeing its performance, upon
request,  and  the Company generally will be requiring completion bonds from its
subcontractors  to  protect  the Company's interest in the project. To date, the
Company  has  not been denied a construction job because of its unwillingness to
furnish  a  completion  bond.

     The  following  table  sets  forth  certain information with respect to the
Company's  design-build  projects  (dollars  in  thousands):

<TABLE>
<CAPTION>
                                     YEARS ENDED DECEMBER 31,
                                  ----------------------------
                                   1997     1998       1999
                                  -------  -------  ----------
<S>                               <C>      <C>      <C>
Number of New Contracts Awarded.        2        3           1
Total Revenue. . . . . . . . . .  $31,707  $51,524  $   16,621
Gross Profit (Loss). . . . . . .  $ 4,726  $10,661  $(   2,365)
</TABLE>


<PAGE>
      Stages  of  a  Project.  The  Company's design and construction process is
intended  to  be  accomplished through a coordinated, cooperative team approach.
The  Company's  primary  goal  is  to  achieve  the  owner's  cost  and schedule
objectives  while  producing  a  facility  of  the highest standards of quality.
Following  is  a  summary  of  the  Company's  approach at the pre-construction,
construction  and  post-construction  stages  of  a  project:

      Pre-Construction  Stage.  The  Company's  approach  for  providing
pre-construction  services involves establishing a project team that advises and
assists  the  client  on  all aspects of design and development for the project.
The  Company  assists  its  clients  in  the  financial planning for the project
through  preparation  of  cash flow projections, accounting procedures, detailed
cost budgets and comparative cost analysis studies.  The Company: (i) works with
the  client  to  establish  completion dates for all stages of the project; (ii)
analyzes  market  conditions  with  a  view  toward  material availability, cost
strategies,  construction techniques, manpower levels and similar matters; (iii)
develops  a bid-packaging program to encourage maximum bidder interest and fully
defines  the  work  to  minimize  contingencies  for unknown circumstances; (iv)
thoroughly  reviews  and  defines  the  project  schedule,  critical  materials
required,  delivery  dates  and  performance  criteria  with  the  selected
subcontractors;  and  (v)  advises  and  incorporates  considerations  regarding
construction safety and public agency requirements.  The Company also assists in
or  manages  the development of the architectural, civil, mechanical, electrical
and  structural  plans  and  specifications,  and  advises  in the areas of land
selection,  construction  feasibility,  possible  economies,  availability  and
utilization  of  materials,  and  labor  and  time requirements for procurement,
construction  and  project  costs.

      Construction  Stage.  As  general  contractor,  the  Company  assumes
responsibility  for managing the construction of a project and directs the field
execution of the concepts and objectives established during the pre-construction
stage.  The  Company  maintains a full-time supervisory staff at the job site to
coordinate  and  provide  general  direction  of  the  work  and progress of the
subcontractors,  including  framing,  paving  and  permitting,  establishing  an
on-site  organization  to  carry  out  the overall plans of the project team and
directing  the  work  being performed until final completion and delivery to the
owner.

      Post-Construction Stage.  As a project nears completion, the Company works
with  the  project team to assist in an orderly project close-out and transition
from  construction  to actual use in the areas of quality control, documentation
and  building  turnover.

      TAX  CREDIT  PROJECTS.  Substantially  all  of  the Company's design-build
contracts  for  apartment  complexes have been Tax Credit Projects developed for
Tax  Credit  Partnerships formed to take advantage of the low income housing tax
credit  provided  by  Section  42 of the Internal Revenue Code (the "Housing Tax
Credit").  The Company has completed the construction of six Tax Credit Projects
and  has  two currently in process. Tax Credit Partnerships have been attractive
development opportunities for the Company because of their potential to generate
long-term  cash  flow  streams  with  little  or no initial cash investment. The
Company has been a leading developer of Tax Credit Projects in Nevada during the
past five years according to statistics provided by the Nevada Housing Division.
In  a  typical  Tax  Credit  Project,  the Company is retained by the Tax Credit
Partnership  to  develop  the  project  pursuant  to  a fixed-price construction
contract. Included in the fixed price are the Company's customary contractor and
developer  fees and, where market conditions permit, a markup on the sale of the
underlying  land.  The  cost  of developing the Company's Tax Credit Projects is
generally  financed approximately as follows: loan proceeds, 60% to 70%; partner
equity,  15%  to  30%;  and deferred developer fees, 5% to 15%. In addition, the
Company  may  be  entitled  to  earn,  upon  completion or over a period of time
following  completion,  certain  additional  fees, including property management
fees  based  on  property  rental  income.

     During the construction period, the Company, as general partner of the Tax
Credit  Partnerships,  bears  the  developer's  risk  on  the  fully  recourse
construction  loans.  Upon  completion  of  construction  and  lease-up,  the
construction  loans convert to non-recourse permanent loans. See Note 6 of Notes
to  Consolidated  Financial Statements and "Property Operations and Management -
Management  and  Leasing"  and  "Regulatory and Environmental Matters - Resident
Income  and  Other  Limitations."

     The  Company structures the Tax Credit Partnership and generally retains or
purchases  up  to  a  1%  general partner interest. As the developer and general
partner for these projects, the Company is generally entitled to between 66% and
85%  of  any  annual  distributions of net cash from operation of the Tax Credit
Project,  after payment of deferred fees, and from its sale over its expected 15
year  life.  Since none of the Company's Tax Credit Partnerships have sold a Tax
Credit  Project,  the  Company  has  received no distribution of sales proceeds.
There  can  be  no  assurance  that the Company will receive any distribution of
sales  proceeds upon the eventual sale of the Tax Credit Projects. The Company's
capital  contribution for its general partner interest is funded in cash or as a
contribution  of  all  or  a  portion of its equity in the land on which the Tax
Credit  Project  is  to be constructed. In addition to its capital contribution,
the  Company  is  typically  obligated  to make operating expense loans, up to a
stated  maximum, to meet operating deficits of the Tax Credit Partnership. Under
the  terms  of  the  partnership  agreements of two Tax Credit Partnerships, the
Company is required to withdraw as a general partner upon receipt of all amounts
due  the  Company  for  developer fees and interest. An unaffiliated third-party
investor  group  is  the  limited  partner  of  the  Tax  Credit Partnership and
contributes  all  or  substantially  all of the equity capital to the Tax Credit
Partnership  in exchange for substantially all of the benefit of the Housing Tax
Credit.  The  investor  limited  partner's  equity  is  generally contributed in
installments over a period of approximately 24 months. Approximately 40% of such
contribution is funded upon admission of the investor limited partner to the Tax
Credit  Partnership  and  the  balance  is  contributed  from  time to time when
specified  conditions  are  satisfied.


<PAGE>
     The  Tax  Credit  Projects  to date have been structured to be eligible for
financing  through  one  or more of the tax-exempt private activity revenue bond
programs  sponsored  by  the Nevada Housing Division. The programs of the Nevada
Housing  Division  are  intended  to  provide  incentives  for the construction,
ownership  and financing of housing for persons and families of low and moderate
income.  These  incentives  may include lower interest rates on construction and
permanent  financing  with  respect  to  the  eligible  project.  Nevada Housing
Division  bond  financing  typically  involves substantially greater origination
fees and expenses than those associated with conventional financing. The Company
believes  the return on its investment provided by the lower interest rates over
the term of the loan more than compensates for the additional fees and expenses.

     As  a  condition  to  obtaining  tax-exempt  land financing, the Company is
required  to  enter into certain regulatory and other agreements with the Nevada
Housing  Division,  the terms of which require that the owner of such properties
set  aside  a  specified  percentage of the units (generally 100%) for residents
whose  incomes  do  not  exceed a specified percentage of the area median income
("Lower  Income  Tenants")  and  hold  all  vacant  units  in the project (for a
reasonable period consistent with maintaining the project's financial viability)
for  rent  or  occupancy  by  Lower Income Tenants. These restrictions terminate
approximately  15  years following the date of initial occupancy of the project.
During  the  period  that  the  restrictions  apply, any sale or transfer of the
project,  or  the  sale or transfer of the Company's interest in the partnership
which  owns  the  project,  will  be  subject  to  regulatory  approval.

     The  Company  has  operated  the  Tax  Credit Projects through its in-house
property  management  division.  In  the  fourth  quarter  of  1999, the Company
terminated  the  in-house property management staff and retained two third party
property  management  companies  to  manage  the  residential properties.  These
outside  companies  are  responsible  for  the  lease-up  of  the  properties,
management,  accounting  and daily maintenance of these properties.  The Company
had  previously  received  property  management  fee  revenue  of  5.0% of gross
revenues.  The  agreement  with  the  third-party  property management companies
allows  them  to receive 3.5% and the Company to receive 1.5% of gross revenues.

WRITE  DOWN  OF  TAX  CREDIT  PROJECTS  TO  FAIR  VALUE.

     During  the  fourth  quarter  of  1999,  the  Company  began to explore the
possibility  of selling the Tax Credit Project general partnership interests and
receivables  to  strengthen  the Company's cash flow position and has determined
that  the  Due from TCP's and the Investments in the TCP Joint Ventures are held
for  sale  at  December  31,  1999  and  are  actively  being marketed for sale.
Therefore,  at  December 31, 1999, the amounts are recorded at the lower of cost
or fair value, less selling expenses even though the estimated future cash flows
exceed  the  gross  recievable  balance at December 31, 1999.  The  Company  has
obtained a fair market valuation from an independent third party for the general
partnership interests and  the  receivables from the eight TCP properties.  This
valuation indicated  a fair value of $14.8 million, resulting in a write down of
the Tax Credit  partnership  receivables  by  $23.9 million and  a write down of
the investments in these projects by  $1.7  million  (See  Notes  6 and 9 to the
Consolidated  Financial  Statements).

    Until the fourth quarter of 1999, the Company had not attempted to market
these general partnership interests and receivables and based  on  all available
information,  the  Company  believed  that  it  would  be  able  to  collect the
receivable  balances  plus  interest  as  provided  for  in  the  agreements.

     The  Company  has completed the construction of six Tax Credit Projects and
has  two  projects  under construction at December 31, 1999. The following table
sets  forth  information  regarding the Tax Credit Projects. The Company holds a
general  partner interest in each Tax Credit Partnership, which holds fee simple
title  to  the  project.  The Company does not plan to pursue any new Tax Credit
Projects  in  the  foreseeable  future.  The  following table represents certain
information  relating to the Company's completed or under development Tax Credit
Projects  as  of  December  31,  1999  (dollars  in  thousands):


<PAGE>
<TABLE>
<CAPTION>
                                          DATE OF                                                             OCCUPANCY     MGMT.
                                        COMPLETION     TOTAL       TOTAL    CARRYING   CARRYING                  AT         FEE
                                       OR ESTIMATED   PROJECT    CONTRACT   VALUE OF   VALUE OF     NO. OF    DECEMBER 31,  EARNED
TAX CREDIT PROJECT (1)        TYPE      COMPLETION    COST (2)    AMOUNT   RECEIVABLE  INVESTMENT   UNITS       1999        IN 1999
------------------------  ------------  ----------  ---------  --------  ----------  ----------  ------------  -----------  -------
Completed:
<S>                       <C>           <C>         <C>        <C>      <C>           <C>          <C>         <C>          <C>
Saratoga Palms East I. .  Sr. Citizens  02/96       $13,556    $16,923   $1,388        $1,502        360         87%          $97
Lake Tonopah . . . . . .  Sr. Citizens  08/96        13,348     15,745    1,523           656        356         84            96
Paseo del Prado. . . . .  Family        10/96         5,026      6,761        -             -        120         90            35
Saratoga Palms East II .  Family        06/97        12,002     16,767      396           662        256         87            80
Saratoga Palms North II.  Family        07/97        13,873     16,590        -           430        252         53            56
Rancho Mesa. . . . . . .  Family        12/98        16,135     22,458    2,503             -        272         86            78
Under Development:
South Valley Apts. . . .  Family        06/00        15,429     22,192    2,670             -        272          -             -
Spanish Hills Apts (3) .  Family        06/00        11,187     13,101    2,025             -        152          4             -
West Meadows I (4) . . .  Family        12/01        11,120     14,256    2,083             -        180          -             -
</TABLE>
(1)     All  are located in the greater Las Vegas area except for Spanish Hills,
        in  Sparks,  Nevada  and  West  Meadows  I  in  West  Haven,  Utah.
(2)     Represents  all  actual  and  anticipated costs of the project including
        land, construction, development, lease-up and financing costs, estimated
        at  December  31,  1999.
(3)     Partial  occupancy,  with  the  remainder  still  under  development.
(4)     This  development  was  planned, pending sufficient cash flows, but will
        more likely be sold. The carrying value primarily represents the land
        value.


PROPERTY  OPERATIONS  AND  MANAGEMENT

     Operations.  The  Company's property operations provide it with flexibility
with  respect  to  the  disposition of its portfolio properties and enable it to
diversify  its  sources  of  revenues.  The  following  table sets forth certain
information regarding each of the Company's operating portfolio properties as of
December  31,  1999. The Company holds fee simple title to each property, all of
which are located in Nevada.  At December 31, 1999, all of these properties were
designated  as  held  for  sale.

<TABLE>
<CAPTION>

                                                                             CURRENT
                                  APPROXIMATE   OCCUPANCY AT   CURRENT       ANNUALIZED
                                       SQUARE   DECEMBER 31,  ANNUALIZED     BASE RENT/LEASED
PORTFOLIO PROPERTY (1)                FOOTAGE      1999       BASE RENT(2)   SQUARE FOOT(3)
------------------------------------  -------  -------------  -------------  ----------------
Retail:
------------------------------------
<S>                                   <C>      <C>            <C>            <C>
 Levitz (4). . . . . . . . . . . . .  102,400      100.0  %     $  952,990     $   9.30
 Levitz II (Furniture Expo). . . . .   37,260      100.0  %        446,197        11.98
 Levitz Unit 77 (Woody's Furniture).    4,675      100.0  %         84,150        18.00
 Turtle Stop (5) . . . . . . . . . .    4,430        0.0  %              -          N/A
 Sahara/Decatur Retail (7) . . . . .    3,627      100.0  %         89,773        24.75
 Nellis/Stewart (7). . . . . . . . .    4,571      100.0  %         72,377        15.83

Office:
 Las Vegas Sun . . . . . . . . . . .   15,452      100.0  %        259,610        16.80
 Americana (6) . . . . . . . . . . .   17,154       50.0  %        145,812        17.00
 General Services Administration (7)   16,414      100.0  %        193,626        11.80
 Sahara Vista A (6). . . . . . . . .   38,525       81.7  %        672,549        21.36
 Sahara Vista B. . . . . . . . . . .   38,608       58.3  %        434,519        19.30

Industrial:
 Arcata Industrial Park (6). . . . .   24,200       50.0  %        234,317        19.36
                                      -------                   ----------       ------
Total/Weighted Average . . . . . . .  307,316                   $3,585,920       $11.67
                                      =======                   ==========       ======
<FN>
(1)     Excludes  a  property  operated  by  the  Company under a sale/leaseback
arrangement,  of  which  the  operations  were  sold  in  July  1999.
(2)     Represents  an  annualized  amount  of the monthly base rent of occupied
space  at  December  31,  1999,  which  should approximate the estimated  rental
revenue  for  2000.  Includes $584,045 of base rent related to space occupied by
the  Company  at  December  31,  1999.
(3)     Based  on  actual  square  footage.
(4)     During  1997,  Levitz  Furniture  declared  bankruptcy  and  has not yet
affirmed  or  rejected  the  lease.  Levitz  is  current on its rental payments.
(5)     The  property  is  vacant  and  listed  for  sale.  In 1999, there was a
partial  land  sale  adjacent  to  this  property.
(6)     The  occupancy  rate has been calculated including space occupied by the
Company.  See  Item  2.  "Properties."
(7)     Properties  sold  during  the  first  quarter  of  2000.
</TABLE>


<PAGE>
     The  following  table  sets  forth  the  annual  lease  expirations  at the
Company's  portfolio  properties  with respect to leases in place as of December
31,  1999  for  each  of  the  next  five years and thereafter (assuming that no
properties  are subsequently sold or no tenants exercise renewal or cancellation
options  and  that  there  are no tenant bankruptcies or other tenant defaults):

<TABLE>
<CAPTION>
                                                                     PERCENTAGE OF
                           NUMBER     SQUARE                          ANNUALIZED      ANNUALIZED RENT
                             OF     FOOTAGE OF     ANNUALIZED      RENT REPRESENTED      PER LEASED
                          EXPIRING   EXPIRING   RENT OF EXPIRING      BY EXPIRING      SQUARE FOOT OF
YEAR OF LEASE EXPIRATION   LEASES     LEASES         LEASES             LEASES        EXPIRING LEASES
------------------------  --------  ----------  -----------------  -----------------  ----------------

<S>                       <C>       <C>         <C>                <C>                <C>
2000 . . . . . . . . . .         4      27,452  $         532,967                 17% $          19.41
2001 . . . . . . . . . .         3      13,607            190,024                  6             13.97
2002 . . . . . . . . . .         6      48,561            782,586                 25             16.12
2003 . . . . . . . . . .         2       6,568            141,066                  4             21.48
2004 . . . . . . . . . .         6      29,772            413,318                 13             13.88
2005 and thereafter. . .         3     104,957          1,117,694                 35             10.65
                          --------  ----------  -----------------  -----------------  ----------------

Total/Weighted Average .        24     230,917  $       3,177,655              100 %  $          13.76
                          ========  ==========  =================  =================  ================
</TABLE>

     All of the Company's leases for its retail and industrial properties are on
a  triple-net  basis  and  the  leases  of its office properties are on either a
triple-net  or  full-service  gross basis. Under a triple-net lease, tenants pay
their  utilities  and a pro rata share of all building insurance, property taxes
and  common  area  services.  Under  a  full-service  gross  lease, the landlord
provides  and  pays  for  all utilities to the tenants' premises, as well as all
building insurance, property taxes and common area services, except that in most
cases  the  Company's  office  tenants are required to reimburse the Company for
their  pro  rata  share  of increases in building operating costs each year over
those  incurred  in  the  base  year,  which  is  generally  the year in which a
particular  tenant's  lease  commences.

     The  following  table  sets  forth  certain information with respect to the
Company's  portfolio  property  operations and management activities (dollars in
thousands):

<TABLE>
<CAPTION>
                            YEARS ENDED DECEMBER 31,
                            ------------------------
                             1997    1998    1999
                            ------  ------  ------
<S>                         <C>     <C>     <C>
Number of Properties Owned      14      14      12
Total Revenue. . . . . . .  $3,583  $3,515  $3,532
Gross Profit . . . . . . .  $2,859  $2,700  $2,492
</TABLE>

     Leases for the Company's commercial properties typically have terms ranging
from one to ten years, with renewal  options of various periods, and provide for
periodic  rent increases in either stated amounts or based upon increases in the
consumer  price index. Management believes that as the leases expire, either the
tenants  will  renew  their  leases  or the Company will be able to re-lease the
vacated  space  at  market  rents.

     The  Company  regularly  repairs  and  maintains  its operating properties,
utilizing  third-party  property  management  companies,  including  making  the
capital improvements, on an as needed basis utilizing available working capital.
There  are  no  current plans for any renovation or improvement of any operating
property  and,  accordingly,  no  funds  have  been  reserved  for such purpose.


<PAGE>
     Management  and  Leasing.  The  Company  provides  property  management and
leasing  services  with respect to all non-residential operating properties held
in  its  portfolio.  The  Company  also  provides such services through external
property  management  companies  for the six Tax Credit Projects and will do the
same,  upon  completion,  for  the two under construction.   Property management
agreements  with  third  parties  generally provide for the Company to be paid a
management  fee  of  5% of a property's gross rental income and generally have a
minimum  term  of  five  years,  although  some  agreements  provide for earlier
termination  without  cause.  To  date,  the  Company's revenue from third-party
property  management has not been significant. While management anticipates that
the  Company's revenues from its property management operations will increase as
a  result  of  its increased development of Tax Credit Projects, such operations
are  not  anticipated  to  be  material  to  the  Company overall.  Revenue from
management and leasing activities are included in Other Revenue on the Company's
Consolidated  Statements  of  Operations.

     Other  than  design-build  properties  which  are  to  be  occupied  by the
Company's  client,  the  Company  strives to pre-lease its commercial properties
before  and  during  construction  through  the use of on-site billboards, print
advertising  and  direct  mail  flyers.  Although the Company has not previously
charged  a  separate  leasing  brokerage  commission,  the  Company  will, where
possible,  negotiate  a  separate leasing commission for its services in leasing
properties  owned  by  third  parties.  Tenants  for the apartment complexes are
generally  obtained  through  a  combination  of  print  advertising,  on-site
billboards  and  walk-in  traffic.  In  the  fourth quarter of 1999, the Company
terminated  the  in-house property management staff and retained two third-party
property  management  companies  to  manage  the  residential properties.  These
outside  companies are responsible for the lease-up of the property, management,
accounting  and  daily  maintenance  of  these  properties.  The  Company  had
previously  received  property  management  fee revenue of 5% of gross revenues.
The  agreement with the third-party property management companies allows them to
receive  3.5%  and  the  Company  to  receive  1.5%  of  gross  revenues.

THE  REORGANIZATION

     Concurrently  with  the  closing  of  the  Offering,  in  June  1997,  the
transactions  described  below  (collectively,  the  "Reorganization")  were
consummated  by the Company and others for the principal purpose of transferring
to  the  Company the ownership of all investment properties and all interests in
partnerships  which  owned  properties  which  were  owned  by  the Contributing
Stockholders,  alone  or with one or more third parties. In addition, as part of
the Reorganization, certain outstanding indebtedness between the Company and the
Contributing  Stockholders  was  satisfied.

     The  Reorganization  was  comprised  of  the transactions summarized below:

     Acquisition of Partnership Interests of Third Parties. The Company acquired
the non controlling partnership or other ownership interests of five third-party
investors,  including Paul Eisenberg, a Director of the Company, in four limited
and  general  partnerships  which owned an aggregate of six operating properties
and  approximately  3.3  acres  of  undeveloped  land,  for  an  aggregate  of
approximately  $2.8  million  in cash from the net proceeds of the Offering.  No
third-party determination of the value was sought or obtained in connection with
the  acquisition  by the Company of the partnership interests. The consideration
paid  was based on the value of the partnerships' real property and other assets
as  determined  by negotiation between the Company and the third-party partners.

     Contribution of Partnership Interests of the Contributing Stockholders. The
Contributing  Stockholders contributed to the Company (a) their interests in the
partnerships  described  in  the  preceding paragraph and (b) their interests in
three  additional  limited  and general partnerships which owned an aggregate of
six  operating  properties,  two properties under construction and approximately
5.6  acres  of undeveloped land. All interests in partnerships acquired from the
Contributing  Stockholders  were  acquired  by the Company as additional capital
contributions  of  such  stockholders.  The  portion  of  the  book value of the
properties  contributed  by  the Contributing Stockholders attributable to their
partnership  interests  was  approximately  $10.6  million  at  March  31, 1997.

     Upon  completion  of  the  acquisitions  and  contributions  of partnership
interests described above, the Company held 100% of the economic interest in the
partnerships;  therefore the partnerships were dissolved by operation of law and
all assets, subject to all liabilities, of such partnerships were transferred to
the  Company.

     Additional  Contributions  by James C. Saxton.  Mr. Saxton also contributed
to  the  Company,  as  an  additional  capital  contribution,  (a) his direct or
indirect  general  partner  interest  in four Tax Credit Partnerships and (b) an
assignment of his 50% economic interest in an unconsolidated general partnership
with  Paul  Eisenberg,  a  Director  of the Company, which owns two small retail
properties  (the  "Retail  Partnership").  The  portion of the book value of the
properties  attributable  to the partnership interests contributed by Mr. Saxton
was  approximately  $520,000  on  March  31,  1997.

     Satisfaction of Outstanding Indebtedness. As of March 31, 1997, the Company
was  indebted  to  the Contributing Stockholders in the aggregate amount of $8.1
million,  which  amount  was  represented  by  non-interest bearing notes of the
Company,  with  original  terms  of  10  years  and subordinated to all existing
Company  debt (the "Subordinated Dividend Notes"). Of such Subordinated Dividend
Notes,  $6.5  million  in  aggregate  principal  amount  was  distributed to the
Contributing  Stockholders  in  December  1994  and  represented  the  Company's
estimated undistributed S corporation earnings as of December 31, 1994. The $1.6
million  balance  of  the  Subordinated  Dividend  Notes  was  issued  to  the
Contributing  Stockholders  in  September 1996 in connection with loans of equal
amount  to  the  Company  by the Contributing Stockholders. The Company was also
indebted  to  Mr.  Saxton in the amount of $695,440 on account of a non-interest
bearing demand loan made by Mr. Saxton to the Company in July 1996. At March 31,
1997,  the  Contributing  Stockholders  were  indebted  to  the  Company  in the
aggregate  amount  of  approximately  $727,000.


<PAGE>
     The  Company  and  the Contributing Stockholders satisfied their respective
obligations  to the other as follows: (a) the approximately $727,000 outstanding
balance  of  loans  by  the  Company to the Contributing Stockholders was offset
against  an  equal amount of Subordinated Dividend Notes; (b) the Company issued
384,256  shares of Common Stock to the Contributing Stockholders in satisfaction
of  approximately  $3.7  million  of Subordinated Dividend Notes, based on a per
share  price  of  $9.50;  (c)  the Company issued warrants for 400,000 shares of
Common  Stock,  exercisable at $9.90 per share if the Company achieved specified
levels of after tax net income in 1997 and 1998, in satisfaction of $1.0 million
of  Subordinated  Dividend  Notes; and (d) the Company utilized a portion of the
net  proceeds  of the Offering to repay the $2.7 million balance of Subordinated
Dividend  Notes  and  $695,440  of other indebtedness.  The warrants for 400,000
shares  of Common Stock lapsed unexercised.  See Item 13. "Certain Relationships
and  Related  Transactions."

     Upon consummation of the Reorganization, ownership of all the real property
interests  held  by  the  Contributing  Stockholders,  other than their personal
residences,  were  transferred  to  the  Company.  The Contributing Stockholders
intend  to  engage  in the real estate business exclusively through the Company.

BUSINESS  AND  GROWTH  STRATEGIES

     The  Company's  business  and  growth  strategies include the following key
elements:

     Stabilizing and improving cash flow. The Company believes that the proposed
Workout  Plan  will  help  the  Company  focus more on its operations, including
tighter  control and monitoring of cash flows and completion of construction and
sales  of  existing  projects.  The Company has several properties in escrow and
anticipates cash flows from these properties in the coming months.  There can be
no  assurance however that any of the proposed asset sales will be completed or,
that  if  completed,  they  would be completed in a timely enough manner for the
Company to avoid filing, or be forced into, bankruptcy.  Similarly, there can be
no  assurance  the  Company's  other  creditors  will  forego taking any actions
against  the  Company pending the completion of these transactions and there can
be  no  assurance that, even if the transactions are completed, that the Company
will  be  able  to  avoid  filing,  or  be  forced  into,  bankruptcy.

     Pursuing growth through strategic acquisitions.  The Company believes there
are  significant  opportunities  to  acquire  existing homebuilding companies on
attractive  terms  in  selected  markets  in the southwestern United States. The
Company  is  targeting  well  managed,  profitable  homebuilders with compatible
product  lines  at  acquisition prices that it expects will immediately increase
fully-diluted earnings per share on a pro forma basis. The Company's strategy is
to  retain  current  management,  capitalize  on  brand  name recognition in the
applicable  market  and  expand  the  product  lines  of acquired companies. The
Company  intends to pursue strategic acquisitions, provided it has adequate cash
flows, to provide it with additional profitability, market share, desirable land
and local market experience, although the Company cannot be certain that it will
be  able  to  consummate  any  such  acquisition.

      Pursuing geographic expansion in fast-growing southwestern markets.  While
the  Company  continues  to believe that the outlook for the Las Vegas market is
favorable,  geographic  expansion  is  a  key  element  in  achieving  long-term
stability  and  growth.  In  this  regard,  the  Company  recently  expanded its
operations into the Phoenix, Salt Lake City, Reno and Tucson markets and intends
to  further  capitalize  on its experience and demonstrated capabilities in real
estate  by  targeting  these and other viable markets in the southwestern United
States,  provided  the  Company  can  maintain  sufficient  working  capital.

      Expanding  business  opportunities  by  taking  advantage  of
government-sponsored  programs.  The  Company  has  expanded  its  business
opportunities  by  building  projects  that  are  eligible  for  various
government-sponsored programs that provide down payment assistance or lower cost
financing.  The  Company's typical down payment assistance programs include a 1%
down  payment  program  and  a  sweat  equity  program  that,  where  offered,
significantly  increase  the  pool  of  potential  homebuyers.  Other
government-sponsored  programs  include  private activity revenue bonds, federal
low-income  tax  credits,  and small business loans. The Company has developed a
significant level of expertise in taking advantage of these government-sponsored
programs  that  it believes provide it with a significant competitive advantage.

      Reducing  the  risk  of  economic and real estate cycles through operating
diversification.  The  Company  seeks  to  enhance  its  financial stability and
reduce  the  potential impact of economic and real estate cycles by operating in
four  components  of  the  real  estate  business:  (i) the design, development,
construction  and  sale  of  single-family homes; (ii) design-build services for
third-party clients; (iii) the design, development and construction of portfolio
properties;  and  (iv)  property operations and management. The Company believes
that  the  depth of the Company's experience in multiple real estate disciplines
allows  it  to  anticipate  changing  real  estate markets and adapt to changing
market  and  economic  conditions  and  provides  for more consistent and stable
results  than  those of competitors depending solely on homebuilding operations.
All  land  purchases  are  subject  to sufficient cash flow and working capital.


<PAGE>
THE  COMPANY'S  PRIMARY  MARKETS

     The  Company believes that the homebuilding industry in its primary markets
is one of the fastest growing nationwide. Population and job growth, key drivers
to  homebuilding and real estate demand, are well in excess of national averages
in  the  Company's  primary markets.  The Company's primary markets are the: Las
Vegas,  Nevada  Metropolitan  Statistical Area ("MSA"), Phoenix, Arizona MSA and
Salt  Lake  City,  Utah  MSA.

     The  Las  Vegas  MSA  ( equivalent to Clark  County ) has  benefited  from
continuing economic growth and positive demographic trends.  Population  in  the
Las Vegas MSA grew 78.0% from 1990 to 1999. According to the U.S. Census  Bureau
and the Nevada State Demographer, the Las Vegas MSA is  expected  to  experience
population growth of 48.2% from 1998 to 2005 compared  to  the  projected United
States growth rate of 9.4% over the same period. In addition, since 1990 the Las
Vegas MSA has  experienced  a  job  growth  rate  of  73.0%   according  to  the
Nevada Bureau of Employment,  Training  and  Rehabilitation.

     The  Phoenix  MSA  (equivalent  to  Maricopa  County)  has  benefited  from
continuing  economic growth and positive demographic trends. Strong in-migration
and  inexpensive  land values have fueled Phoenix's homebuilding industry.  From
1990  to  1999,  the  28.4%  population  growth  in the Phoenix MSA outpaced the
national  average  of 9.4%.  From 1990 to 1999, the Phoenix MSA also experienced
employment  growth  of  54.1%  according  to the Department of Economic Security
Employment,  Training  and  Rehabilitation.

     The  Salt  Lake  City  MSA  (Salt Lake, Weber, Davis and Utah Counties) has
benefited  from continuing economic growth and positive demographic trends. From
1990  to  1999,  the  20.7% population growth of the Salt Lake City MSA outpaced
that  of the national average of 9.4%. From 1990 to 1999, the Salt Lake City MSA
also  experienced employment growth of 44.6%, according to the Governor's Office
of  Planning  and  Budget  of  the  State  of  Utah.

     All  three  targeted  MSA's  out-paced  the  national  growth rate of 17.6%
according  to  the  Nevada  Bureau  of  Employment, Training and Rehabilitation.

COMPETITION

     The  real  estate  industry  in  all  of  the  Company's  markets is highly
competitive.  The  Company  competes  for  desirable  properties, financing, raw
materials  and  skilled  labor.  In each of its business components, the Company
competes  against  numerous  developers  and others in the real estate business,
many  of which are larger and have significantly greater financial resources and
better access to capital than the Company.  The Company competes on the basis of
a complete package of real estate services it offers its clients, as well as its
reputation  for fair pricing and quality construction. The Company also competes
with  other  owners  and  operators  of  real properties for tenants and buyers.

INSURANCE

     The Company maintains numerous commercial insurance policies with limits
and coverage, it believes consistent with its risk of loss.  The Company carries
general  liability  insurance  with  an  aggregate  limit of $2.0 million.  With
respect  to  all of the properties it owns, the following coverages are included
in  an  all-risk, replacement cost package policy with blanket limits, customary
policy  specifications,  provisions  and  deductibles:  property;  boiler  and
machinery;  crime; real estate extension; employee benefits; stop-gap liability;
multicover;  employee  dishonesty;  forgery;  electronic  data  processing;  and
commercial  auto.  With  respect  to  its unimproved land, the Company maintains
separate and distinct coverage in the form of an all-risk course of construction
and  inland  marine  policy  and  in  the  form  of  a general liability policy,
specifically  underwriting  the  Company's  construction  operations.

     Workers' compensation insurance is maintained under a self-funded program,
with excess workers' compensation and employers' liability insurance with a
limit of $1.0 million for all Nevada operations. Operations in other states are
covered under a separate, blanket workers' compensation policy subject to
statutory limits.

     All of the above provide underlying limits to a commercial umbrella
insurance policy with a limit of $50.0 million. All are believed by management
to be adequate  for  its  current  and  anticipated  future  activities.


<PAGE>
     Some of the Company's ancillary coverages include: key man life insurance
with a $5.0  million death benefit on James C. Saxton, President and Chief
Executive Officer of the Company; architects and engineers' professional
liability; real estate errors and omissions liability; directors' and officers'
professional liability;  and  employment  practices  liability.

REGULATORY  AND  ENVIRONMENTAL  MATTERS

     In  addition  to  the  obtaining of all building permits and authorizations
normally  associated  with  the  development  of real property and customary and
routine business permits and licenses, the Company's business and operations are
subject  to  additional  regulation  as  described  below.

     Americans  With Disabilities Act. The Company's properties must comply with
Title  III  of the Americans with Disabilities Act of 1990 ("ADA") to the extent
that  such properties are "public accommodations" and/or "commercial facilities"
as  defined  by the ADA. In the case of existing properties, compliance with the
ADA  requirements  could  require  removal of structural barriers to handicapped
access  in  certain  public areas of the projects where such removal is "readily
achievable."  The Company believes that all of its properties are in substantial
compliance  with  present  requirements  under  the ADA and any applicable state
laws.  Noncompliance  could result in imposition of fines or an award of damages
to  private litigants. The Company intends to construct all future properties in
compliance  with  any  then-existing  requirements of the ADA and any applicable
state  law.

     Fair  Housing  Amendments  Act  of 1988. The Fair Housing Amendments Act of
1988  ("FHAA")  requires  multifamily communities first occupied after March 13,
1990  to be accessible by the disabled. Noncompliance with the FHAA could result
in  the  imposition  of  fines  or an award of damages to private litigants. The
Company  believes  that  its  properties  that  are  subject  to the FHAA are in
compliance  with  such  law.

     Resident  Income  and  Other  Limitations. The Company's development of Tax
Credit  Projects  to  date  has  been  financed  with the proceeds of tax-exempt
multifamily  housing  revenue  bonds  issued  by  the Nevada Housing Division, a
division of the Department of Business and Industry of the State of Nevada. As a
condition  to  obtaining  such  financing, the Company is required to enter into
certain  regulatory  and  other agreements with the Nevada Housing Division, the
terms  of  which require that the owner of such properties set aside a specified
percentage  of  the  units  (generally  100%) for residents whose incomes do not
exceed a specified percentage of the area median income ("Lower Income Tenants")
and  hold  all  vacant  units in the project (for a reasonable period consistent
with  maintaining  the  project's  financial viability) for rent or occupancy by
Lower  Income  Tenants.  These  restrictions  terminate  approximately  15 years
following  the  date of initial occupancy of the project. During the period that
the  restrictions  apply,  any  sale  or transfer of the project, or the sale or
transfer  of  the  Company's interest in the partnership which owns the project,
will  be  subject  to  regulatory  approval.

     The  Tax Credit Partnerships intend to operate their respective projects to
qualify  for  the  Housing  Tax  Credit.  Generally,  the  Housing Tax Credit is
available  only with respect to residential rental projects in which a specified
minimum  percentage  of the residential rental units are occupied by individuals
with  incomes not in excess of a specified percentage of the area median income,
as  adjusted  for  family  size  (the  "minimum  set-aside").  The  Tax  Credit
Partnerships  have  generally  elected  to  set  aside  100%  of  the  units for
individuals  with incomes not in excess of 60% of the area median income. (Units
occupied  by  individuals  meeting the income test are referred to herein as the
"Low-Income Units.") All units comprising the minimum set-aside must be suitable
for  residential  occupancy  and used on a non-transient basis. Additionally, in
order  to qualify for the Housing Tax Credit, the gross rent (including the cost
of  any utilities other than telephone service) charged to tenants of Low-Income
Units  comprising  the  minimum  set-aside  generally  cannot  exceed 30% of the
applicable  income  limits  for  an apartment of its size (the "rent restriction
test").  A  project  must,  in  general, continuously meet the requirements with
respect to the minimum set-aside and the rent restriction test during the period
commencing  not  later  than  the  date 12 months after the date such project is
placed  in  service  and  ending  15  years  thereafter.

     The Company, as manager of the Tax Credit Projects and a general partner of
Tax  Credit  Partnerships,  will be responsible for ensuring compliance with any
tenant and rent restrictions under the regulatory agreement or necessary for the
continued  eligibility  for the Housing Tax Credit. The Company may be liable to
the  investors in the Tax Credit Partnerships for any lost tax credits resulting
from  any  failure  to  so  comply  and any such liability could be substantial.

     Environmental  Matters.  The  Company  and its competitors are subject to a
variety  of local, state and federal statutes, ordinances, rules and regulations
concerning the protection of health and the environment. The regulations include
those  related  to the availability of water, land use, protection of endangered
species,  population  density  and the preservation of the natural terrain.  The
particular  environmental  laws  which  apply to any given property vary greatly
according  to  the  property,  its  environmental  condition and its present and
former  use.  Environmental  laws  may result in delays and cause the Company to
incur  substantial  compliance  or  other costs or prohibit or severely restrict
development  in certain environmentally sensitive regions or areas. In addition,
environmental  regulations  can  have  an adverse impact on the availability and
price  of  certain  raw  materials  such  as  lumber.


<PAGE>
     Certain  environmental  laws  can  impose  liability on owners of property,
among  other  parties,  to  the extent that hazardous or toxic substances are or
were  present during their ownership period. A transfer of the property does not
relieve  an  owner  of such liability. Thus, the Company may have liability with
respect  to properties it has sold. There is also a risk that the Company may be
liable  for  such  costs  as  an  "owner"  of  real  estate  with respect to the
properties it owns or as an "operator" of real estate with respect to properties
that  the  Company  does  not  own,  but  manages  for  a  fee.

     Prior  to  purchasing a parcel of land, the Company evaluates such land for
the presence of hazardous or toxic materials, wastes or substances. In addition,
the  Company  typically  engages  independent environmental engineers to perform
"Phase  I" environmental assessments (which involve physical inspections without
soil  or  groundwater  analyses)  on  the  land. Since assessments are generally
performed  at  the time of the Company's acquisition or financing of a property,
many  of  the  assessments  of  properties  currently  owned by the Company were
obtained  more  than  one year ago and in one case was obtained over eight years
ago.  None  of the assessments revealed any hazardous or toxic materials, wastes
or  substances that the Company believes would have a material adverse effect on
the  Company's  financial position or results of operations. The Company has not
been  notified  by  any  governmental  authority  of any material noncompliance,
liability  or  other claim in connection with any property currently or formerly
owned  by  the  Company  nor is the Company otherwise aware of any environmental
liability  relating  to  the  properties  that it believes would have a material
adverse  effect on its business, assets or results of operations.  Nevertheless,
it  is  possible  that  the  environmental  assessments  did  not  reveal  all
environmental  liabilities  with  respect  to the properties, that environmental
liabilities  have  developed  with  respect  to  the  properties  since  the
environmental assessments were prepared or that there are material environmental
liabilities  of  which  the  Company  is unaware with respect to the properties.
Moreover,  no  assurance  can  be  given  that  (i)  future  laws, ordinances or
regulations  will  not  impose  material  environmental  liabilities or (ii) the
current  environmental  condition  of the properties will not be affected by the
Company  or  other  tenants  or  occupants  of  the  properties,  by the uses or
condition  of  properties  in the vicinity of the properties or by third parties
unrelated  to  the  Company.

EMPLOYEES

     As  of  December  31, 1999, the Company had 528 employees (of whom 272 were
full-time,  11  were  part-time  and  245 were occasional construction workers).
During  January  2000,  the  Company reduced its overhead staff in its Las Vegas
office  by 32 employees as part of a cost reduction plan.  In February 2000, the
Company  experienced  subsequent  layoffs  of  8  employees  in  their  in-house
construction  division and 28 additional overhead employees in Las Vegas.  These
overhead  reductions  resulted in a total decrease in head count of 68 employees
or approximately 27.9% of the total Company workforce and 42.8% of the Las Vegas
workforce, resulting in approximately $2.4 million per year in reduced estimated
payroll  related  costs.  A number of employees have also resigned and there can
be  no  assurance that the Company will be able to retain the existing employees
or  recruit  new  employees.  The  Company  employs  construction  workers on an
as-needed  basis,  depending  upon  the  level  and  type  of  its  construction
activities.  The  total  number  of employees can fluctuate in proportion to the
timing  and  nature of construction activity. None of the Company's employees is
represented by a labor union and the Company considers its employee relations to
be  acceptable.  See  "-Workout  Plan."

ITEM  2.  PROPERTIES

     The  Company's  corporate  executive  offices  are located in approximately
20,000  square  feet  at  its  Sahara  Vista A office building in Las Vegas. The
Company  also occupied approximately 8,700 square feet at its adjacent Americana
office  building  until  February  2000,  when  certain corporate employees were
consolidated  into Sahara Vista A after a 27.9% reduction in labor in Las Vegas.
See  Item 1. "Employees."  The Company also occupies approximately 6,100 feet at
its  Arcata  Industrial  Park.  The  Company's Reno offices of approximately 672
square  feet  are  leased  for  office  space.

 Diamond Key leases approximately 12,200 square feet of combined office space in
Phoenix,  Arizona.  Diamond  Key  originally leased office space of 2,098 square
feet  in  Tucson,  Arizona,  for which the Company paid approximately $2,800 per
month.  This  lease  expired  March 31, 2000.  The new Tucson lease commences on
April  1,  2000  for approximately 6,000 square feet, for which the Company will
pay  approximately $8,000 per month, and expires on March 31, 2005.  The Phoenix
office  leases,  for  which  the  Company  pays approximately $23,000 per month,
expire  on  September  30,  2001.

     Maxim leases approximately 960 square feet of office space in Draper, Utah,
approximately  30  miles southeast of Salt Lake City.  The lease expires in June
2000.

     The Company anticipates that its existing  spaces  will  satisfy  its space
requirements  for  the  foreseeable  future.


<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS

     The  Company  is involved in litigation arising from the ordinary course of
its business, none of which, in the opinion of the Company, will have a material
effect on the Company's financial position, results of operations or cash flows.

On  March  13, 2000, pursuant to a purchase/settlement agreement with Volunteers
of  America  (VOA)  National  Housing  Corp. which was approved by the Company's
Board  of  Directors  in  the fourth quarter of 1999, the Company issued 457,142
shares of Saxton Common Stock to acquire certain of VOA's interest in Tax Credit
Partnerships.  The purchase/settlement agreement required the Company to deliver
to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share, the market
price  on  March  12,  2000).  These  shares represent approximately 5.8% of the
Company's  Common  Stock  issued and outstanding on March 12, 2000.  The Company
also  agreed  to  pay $325,000 in cash to VOA, of which $125,000 was paid in the
first  quarter  of  2000,  with the remainder to be paid in annual installments,
over  the  next  two  years.  The  $1,325,000 has been recorded as Investment in
Joint Ventures held for sale at December 31, 1999 and was included in the market
valuation  of  all  TCP  properties.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  the  year ended December 31, 1999, through the
solicitation  of  proxies  or  otherwise.


<PAGE>
                                     PART II

ITEM  5.  MARKET  FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS

MARKET  INFORMATION

     The  Company's  Common  Stock  is traded in the over-the-counter market and
since  the  effective  date  of  the Offering on June 24, 1997, prices have been
quoted  on  the  Nasdaq  Stock Market ("Nasdaq") under the trading symbol "SXTN"
(the  Company  has  been  notified  by Nasdaq that the Company's Common Stock is
subject  to  delisting  for  the  failure  by the Company to comply with certain
Nasdaq  continued listing requirements, which decision the Company is appealing.
Pending  the  outcome  of  the  appeal,  and  the Company's compliance with such
requirements,  the  Company's Common Stock trades under the symbol "SXTNE".) The
following  table sets forth the high and low sales prices of the Common Stock as
reported  on  the  Nasdaq  Stock  Market:

<TABLE>
<CAPTION>
                                          HIGH    LOW
                                         ------  ------
1998
----
<S>                                      <C>     <C>

First Quarter . . . . . . . . . . . . .  $8.750  $6.813
Second Quarter. . . . . . . . . . . . .   7.375   6.188
Third Quarter . . . . . . . . . . . . .   8.000   5.000
Fourth Quarter. . . . . . . . . . . . .   7.875   4.750

1999
----
First Quarter . . . . . . . . . . . . .   7.000   5.500
Second Quarter. . . . . . . . . . . . .   6.500   5.000
Third Quarter . . . . . . . . . . . . .   5.563   3.250
Fourth Quarter. . . . . . . . . . . . .   4.500   2.500

2000
----
First Quarter . . . . . . . . . . . . .   2.875   1.000
Second Quarter (through April 24, 2000)   1.313   0.938
</TABLE>


     As of April 24, 2000, there were approximately 71 holders of record and 845
beneficial  holders  of  the 8,336,455 shares of Common Stock.  The closing sale
price  per  share  for  the  Common  Stock  on  April  24,  2000  was  $1.125.

VOA  AGREEMENT

     On  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA)  National Housing Corp. which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company issued
457,142  shares  of  Saxton Common Stock to acquire certain of VOA's interest in
Tax Credit Partnerships.  The purchase/settlement agreement required the Company
to deliver to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share,
the  market price on March 12, 2000).  These shares represent approximately 5.8%
of  the  Company's  Common  Stock issued and outstanding on March 12, 2000.  The
Company  also  agreed to pay $325,000 in cash to VOA, of which $125,000 was paid
in  the  first  quarter  of  2000,  with  the  remainder  to  be  paid in annual
installments,  over  the  next  two  years.  The $1,325,000 has been recorded as
Investment in Joint Ventures held for sale at December 31, 1999 and was included
in  the  market  valuation  of  all  TCP  properties.

NASDAQ  POTENTIAL  DELISTING

     On  April  19,  2000, the Nasdaq Stock Market, Inc. ("Nasdaq") informed the
Company  that  Nasdaq had determined that the Company was not in compliance with
the  requirement  that  the  Company's  report  on  Form 10-K for the year ended
December  31, 1999 be filed with the Securities and Exchange Commission and with
Nasdaq  and  that,  unless  such Form was filed on or before April 26, 2000, the
Company's  Common  Stock  would  be delisted from trading on the Nasdaq National
Market.  The  Company  has appealed this decision, which will stay the delisting
pending  an oral hearing, which hearing has been set for May 18, 2000.  Although
the Company will have filed the Form 10-K by such date and believes that it will
be in compliance with the Nasdaq National Market continued listing requirements,
there  can  be no assurance that the Company's appeal will be successful or that
the  Company's  Common  Stock  will remain listed on the NASDAQ National Market.


<PAGE>
     On May 5, 2000, Nasdaq notified that Company that it had failed to maintain
a minimum $5,000,000 fair  value  of  public  float  ("MVPF")  as  required  for
continued listing on the  Nasdaq  National  Market. NASD Rules provides that the
failure to meet the continued inclusion requirement for minimum MVPF shall exist
if the deficiency continues for 30 consecutive trading days and, as  of  May  4,
2000, the  Company's  MVPF  was  approximately  $732,324  and  had  been  below
the minimum $5,000,000 requirement  for  30  consecutive  trading  days.  Nasdaq
granted the Company a 90-day grace  period,  which expires on August 3, 2000, in
which to comply with the MVPF requirement, which  can  be  met  by  meeting  the
$5,000,000 MVPF  for  a  minimum  of ten consecutive trading days.  Nasdaq  also
recommended that the Company address this issue at the previously scheduled  May
18, 2000 hearing on the Company's failure to timely file its Form 10-K for  the
year ended December  31,  1999.

     On May 5, 2000, Nasdaq also notified the Company that the bid price for its
Common Stock was $0.3125 and has been below the minimum $1.00 requirement for 10
consecutive  trading  days.  Nasdaq  reminded  the  Company  that the failure to
maintain  a  minimum  $1.00  bid  price  for  30  consecutive  trading days is a
violation  of the continued listing requirements for the Nasdaq National Market,
the  occurrence  of  which  would  subject  to  the  Company's  Common  Stock to
delisting.  The Company will be deemed in compliance if at anytime within ninety
calendar  days  from  May 4, 2000, its shares of Common Stock have a closing bid
price  of  at least $1.00 or more for a minimum of ten consecutive trading days.
Nasdaq  recommended that the Company also address this issue at its May 18, 2000
hearing.

     The  Company  believes  that it will be able to file the Form  10-K for the
year ended  December  31,  1999 prior to the May 18,  2000  hearing and that the
filing of the Form 10-K, in  conjunction  with its Workout Plan and its attempts
to reduce its debt load and raise capital  through asset sales will increase the
perceived value of the Company's  Common Stock and,  accordingly,  its bid price
and the MVPF.  However,  there can be no assurance that the Company will be able
to  successfully  file the Form 10-K prior to the May 18, 2000 hearing,  execute
the  Workout  Plan,  reduce its debt load or raise  additional  capital or avoid
being delisted from the Nasdaq National Market.

     If the company's common stock should cease to be listed on the Nasdaq
National Market, they may continue to be traded on the Nasdaq SmallCap Market or
OTC --Bulletin  Board. If the Company's Common Stock  is delisted from the
Nasdaq National Market, it would likely be more difficult to buy or sell shares
of the Common Stock or to obtain timely and accurate quotations to buy or sell.
In addition, the delisting process could result in a decline in the trading
market for the Common Stock which could depress its stock  price,  among  other
consequences.  There  is  no assurance that at any time the Company will be able
to  satisfy  all  of the conditions for continued listing on the Nasdaq National
Market.

DIVIDENDS

     The  Company has not paid or declared any dividends on its Common Stock and
currently  intends  to  retain  all  future  earnings  for  use in the Company's
business  and therefore does not anticipate declaring or paying dividends on its
Common  Stock in the foreseeable future. The Company's loan agreements generally
have  provisions restricting the payment of dividends, unless certain conditions
are  met.  Any  future  determination  as  to  the  payment of dividends will be
subject  to  restrictions  in  the  loan agreements and at the discretion of the
Board  of  Directors  of  the Company and will depend on the Company's financial
condition, results of operations, capital requirements and such other factors as
the  Board  of  Directors  deems  relevant.


<PAGE>
ITEM  6.  SELECTED  FINANCIAL  DATA

     The following tables set forth selected financial and operating information
for  the Company on a historical consolidated basis. The historical consolidated
financial  and  operating information is comprised of the operations, assets and
liabilities of the Company and certain properties, which were owned and operated
by  entities  affiliated  with  and controlled by the Company during the periods
presented.  The  following information should be read in conjunction with all of
the  financial  statements  and  notes thereto included elsewhere in this Annual
Report  on  Form  10-K.

     This table should be read in conjunction with Item 7.  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated  financial  statements,  the  notes  thereto  and  other
financial information  appearing  elsewhere  herein.

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                       ----------------------------------------------------------
                                         1995 (2)      1996       1997        1998         1999
                                      ----------  ----------  ----------  ----------  -----------
INCOME STATEMENT DATA (1):                   (in thousands, except share and per share amounts)
Revenue:
<S>                                   <C>         <C>         <C>         <C>         <C>
 Construction revenue. . . . . . . .  $  22,090   $  41,875   $  31,707   $  51,524   $   16,621
 Sales of homes. . . . . . . . . . .          -      12,963      11,058      27,634      102,713
 Sales of commercial  properties . .      9,850       4,772      11,540       7,823        4,901
 Rental revenue. . . . . . . . . . .      3,531       3,922       3,583       3,515        3,532
 Other . . . . . . . . . . . . . . .         99         536       1,508       1,676        2,365
                                      ----------  ----------  ----------  ----------  -----------
   Total revenue . . . . . . . . . .     35,570      64,068      59,396      92,172      130,132
                                      ----------  ----------  ----------  ----------  -----------
Cost of revenue:
 Cost of construction. . . . . . . .     18,194      33,078      26,981      40,863       18,633
 Write down of TCP's to fair value .          -           -           -           -       25,305
 Cost of homes sold. . . . . . . . .          -      10,967      10,139      23,754       93,014
 Cost of commercial properties sold.      9,373       3,444       7,127       7,710        6,917
 Rental operating cost . . . . . . .        631         784         724         815        1,040
                                      ----------  ----------  ----------  ----------  -----------
   Total cost of revenue . . . . . .     28,198      48,273      44,971      73,142      145,262
                                      ----------  ----------  ----------  ----------  -----------
     Gross profit (loss)                  7,372      15,795      14,425      19,030     ( 15,130)
                                      ----------  ----------  ----------  ----------  -----------
General and administrative expenses.      1,957       3,425       2,746       5,042       10,721
Depreciation and amortization. . . .        722       1,079       1,393       1,687        2,362
                                      ----------  ----------  ----------  ----------  -----------
Operating income (loss)                   4,693      11,291      10,286      12,301     ( 28,213)
                                      ----------  ----------  ----------  ----------  -----------
Other income (expense):
 Joint venture earnings (loss)            1,131       (  43)         16       (  25)       (  37)
 Interest expense                      (  2,393)   (  2,820)   (  3,086)   (  2,337)    (  5,330)
 Interest income . . . . . . . . . .        266          72         985       1,105          843
                                      ----------  ----------  ----------  ----------  -----------
   Total other expense                     (996)     (2,791)     (2,085)     (1,257)      (4,524)
                                      ----------  ----------  ----------  ----------  -----------
Income (loss) before provision
 (benefit) for income taxes               3,697       8,500       8,201      11,044    (  32,737)
Income taxes (benefit) (2)                   67       2,517       2,350       3,313       (2,518)
                                      ----------  ----------  ----------  ----------  -----------
Net income (loss)                     $   3,630   $   5,983   $   5,851   $   7,731   $  (30,219)
                                      ==========  ==========  ==========  ==========  ===========

Earnings (loss) per share (3):
------------------------------
Basic:
------
Net Income (loss) . . . . . . . . . .  . . . . . .            $     0.92  $     1.01  $    (3.90)
                                                              ==========  ==========  ===========
Weighted-average number of common. . . . . . . . .

 shares outstanding. . . . . . . . . . . . . . . .             6,341,879   7,656,189   7,751,772
                                                              ==========  ==========  ===========

Diluted:
--------
Net Income (loss)  . . . . . . . . . . . . . . . .            $     0.92  $     1.01  $    (3.90)
                                                              ==========  ==========  ===========
Weighted-average number of common

 shares outstanding assuming dilution . . . . . . .            6,363,219   7,674,119   7,751,772
                                                              ==========  ==========  ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                 1995    1996    1997       1998     1999
                              -------  -------  -------  --------  --------
          (dollars in thousands, except average sales price per home closed)
BALANCE SHEET DATA (3):
<S>                           <C>      <C>      <C>      <C>       <C>
 Cash and cash equivalents .  $   492  $ 1,590  $ 1,110  $  1,331  $  6,268
 Real estate properties, net   31,966   38,808   51,298   103,884   131,625
 Total assets. . . . . . . .   49,580   67,957   90,120   170,995   173,028
 Total debt. . . . . . . . .   39,969   49,710   44,449   101,440   128,907
 Stockholders' equity. . . .    3,693    6,291   29,644    38,187     8,968
</TABLE>
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                -----------------------------------------------------------
                                                  1995 (2)    1996        1997        1998          1999
                                                ----------  ----------  ----------  ----------  -----------
                                            (dollars in thousands, except average sales price per home closed)
<S>                                            <C>          <C>          <C>           <C>          <C>
OPERATING DATA
Adjusted EBIT(4). . . . . . . . . . . . . . .  $    6,090   $   12,805   $    12,552   $    14,971   $(   23,350)
Adjusted EBITDA (5) . . . . . . . . . . . . .  $    6,812   $   13,884   $    13,945   $    16,658   $(   20,988)
 Interest  capitalized. . . . . . . . . . . .  $      355   $    1,271   $     1,159   $     4,859   $     7,656
 Interest included as a component of cost of
   sales and construction . . . . . . . . . .         N/A   $    1,485   $     1,265   $     1,590   $     4,057
 Interest expense incurred. . . . . . . . . .  $    2,748   $    4,091   $     4,245   $     7,196   $    12,986
 Adjusted EBITDA to interest expense
   incurred . . . . . . . . . . . . . . . . .        2.48         3.39          3.29          2.31    (     1.62)
 Adjusted EBIT to interest expense
   incurred . . . . . . . . . . . . . . . . .  $     2.22   $     3.13   $      2.96   $      2.08   $  (   1.80)
Total debt to adjusted EBITDA . . . . . . . .        5.87         3.58          3.19          6.09      (   6.14)
Total debt divided by tangible stockholders'
 equity . . . . . . . . . . . . . . . . . . .       10.82         7.90          1.50          3.35         75.08
Return on assets (6). . . . . . . . . . . . .        14.3%        21.8%         15.9%         11.5%     (   13.6)%
Return on equity (7). . . . . . . . . . . . .       157.8%       119.9%         32.6%         22.8%     (  128.2)%
Cash flows:
 Used in operating activities . . . . . . . .  $(   1,465)  $(   3,708)  $(   12,470)  $(   35,874)  $(   31,003)
 Provided by (used in) investing
   activities                                  $(   3,317)  $      818   $(      964)  $(   19,020)  $     2,276
 Provided by financing activities . . . . . .  $    5,221   $    3,988   $    12,954   $    55,115   $    33,664
Single-family homes:
 Closings . . . . . . . . . . . . . . . . . .           -          173           134           251           924
 Backlog (at year end) (8). . . . . . . . . .           -           37             -           184           356
 Homes remaining for sale
   (at year end). . . . . . . . . . . . . . .           -            9             2         1,365         1,427
 Aggregate sales value of backlog . . . . . .  $        -   $    2,970   $         -   $    19,730        40,118
 Average sales price per home
   closed . . . . . . . . . . . . . . . . . .  $        -   $   74,930   $    82,521   $   110,096   $   111,161
Design-build projects:
 Number of contracts awarded. . . . . . . . .           4            6             2             3             1
 Backlog (at year end) (9). . . . . . . . . .  $   52,075   $   21,130   $    36,420   $    20,338   $    10,877
Portfolio properties:
 Number of properties developed . . . . . . .           3            5             1             4             -
 Number of properties sold (10) . . . . . . .           3            3             3             4             2
 Number of properties owned (at
   year end). . . . . . . . . . . . . . . . .          14           16            14            14            12
<FN>

(1)  In accordance with Generally Accepted  Accounting  Principles in the United
     States  of  America  ("GAAP"),   the  income  statement  does  not  include
     construction  revenue  and costs  incurred  in  connection  with  portfolio
     construction,  but does include  construction revenue and costs incurred in
     connection  with the  construction  for entities which the Company does not
     control. Costs of portfolio construction are capitalized as improvements on
     the Company's Consolidated Balance Sheets and profit, if any, in connection
     with such activities is recognized only upon sale of the property.

(2)  Prior to October 1, 1995,  the  Company's  predecessor  operated  as an "S"
     corporation  for income tax  purposes  and  therefore,  was not  subject to
     income  taxes  until  October 1, 1995,  at which  time the  Company  became
     taxable as a "C"  corporation.  In  addition,  certain of the  consolidated
     entities  were   partnerships   for  federal   income  tax  purposes  until
     consummation  of the  Offering and were,  therefore,  not subject to income
     taxes.  The income taxes for 1995 computed at a marginal  effective rate of
     34% would have been $1,257,000.


<PAGE>
(3)  On June 24, 1997,  the Company  completed its initial  public  offering and
     became a public  entity;  therefore no earnings per share prior to 1997 are
     presented.

(4)  Adjusted EBIT is a supplemental  financial  measurement used by the Company
     in the  evaluation of its  business.  Adjusted EBIT is calculated by adding
     interest  expense,  interest  included as a component  of cost of sales and
     construction  and income taxes to net income.  Adjusted  EBIT  excludes any
     items  deemed  non-recurring.  Adjusted  EBIT should not be construed as an
     alternative  to  income  from  operations  or  cash  flows  from  operating
     activities (as determined in accordance  with GAAP).  Adjusted EBIT may not
     be calculated in the same manner by other similarly captioned measures used
     by other companies.

(5)  Adjusted EBITDA is a supplemental financial measurement used by the Company
     in the evaluation of its business.  Adjusted EBITDA is calculated by adding
     interest  expense,  interest  included as a component  of cost of sales and
     construction,  income taxes,  depreciation and amortization  expense to net
     income.  Adjusted EBITDA excludes any items deemed non-recurring.  Adjusted
     EBITDA should not be construed as an alternative to income from  operations
     or cash flows from operating  activities (as determined in accordance  with
     GAAP).  Adjusted  EBITDA may not be  calculated in the same manner by other
     similarly captioned measures used by other companies.

(6)  Represents Adjusted EBIT divided by average total assets outstanding.

(7)  Represents net income divided by average stockholders' equity.

(8)  Represents  the number of homes  subject to pending sales  contracts  which
     have not closed.

(9)  Represents  the  uncompleted  portion of  design-build  construction  under
     signed fixed-price contracts.

(10) Excludes a partial land sale in 1999, adjacent to the Turtle Stop property.
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

OVERVIEW

     The  following  discussion is based primarily on the consolidated financial
statements  of  the  Company  and  should  be  read  in  conjunction  with  the
consolidated  financial  statements,  including  the  notes  thereto  and  other
financial  information  appearing  elsewhere  herein. The consolidated financial
statements  of  the  Company  are  comprised  of  the  operations,  assets  and
liabilities  of  the  Company  and  of  certain  properties which were owned and
operated  by entities affiliated with and controlled by the Company prior to the
completion  of its initial public offering. These operations and properties were
acquired  by  the  Company  in connection with the consummation of the Company's
initial  public  offering  in 1997.  See Item 1. "Business - The Reorganization"
and  Note  1  of  Notes  to  Consolidated  Financial  Statements.

     The  Company is an integrated real estate development company which engages
in:  (i)  the design, development, construction and sale of single-family homes,
(ii) the performance of design-build services for third-party clients, including
Tax  Credit  Partnerships;  (iii)  the  design,  development and construction of
portfolio  properties;  and  (iv) property operations and management. During the
past  three  years,  the  Company's focus was to increase revenue with its entry
into  the  single-family  home  development  business  in 1995 and its increased
development  of  Tax  Credit  Projects.

     Revenue  from  home  sales and portfolio property sales is recognized based
upon  the  sales  price  at  the  time  of  closing.  Revenue  from construction
contracts  is  recognized on the percentage-of-completion method, based upon the
ratio of costs incurred to total estimated costs.  All other revenue is based on
accrual  accounting.  Revenue  resulting  from  the sales of homes and portfolio
properties  as  well  as  from the award and timing of design-build construction
contracts  may  vary  significantly  from  period  to  period.


     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of  1999  and  a  halt  of construction in Nevada and Utah in the first
quarter  of  2000, primarily due to a shortage of cash flow.  See "Liquidity and
Capital  Resources  Workout  Plan."


<PAGE>
RESULTS  OF  OPERATIONS

     The  following  table  represents  the  Company's  results  of  operations
expressed  as  percentages  of  total  revenue  for  the  past  three  years:

<TABLE>
<CAPTION>
                                                              YEARS  ENDED  DECEMBER  31,
                                                              ----------------------------
                                                                1997     1998      1999
                                                               -------  -------  --------
Revenue:
<S>                                                            <C>      <C>      <C>
Construction revenue. . . . . . . . . . . . . . . . . . . . .    53.4%    55.9%     12.8%
Sales of homes. . . . . . . . . . . . . . . . . . . . . . . .    18.7     30.0      78.9
Sales of commercial properties. . . . . . . . . . . . . . . .    19.4      8.5       3.8
Rental revenue. . . . . . . . . . . . . . . . . . . . . . . .     6.0      3.8       2.7
Other revenue . . . . . . . . . . . . . . . . . . . . . . . .     2.5      1.8       1.8
                                                               -------  -------  --------
Total revenue . . . . . . . . . . . . . . . . . . . . . . . .   100.0    100.0     100.0

Cost of revenue:
Cost of construction (1). . . . . . . . . . . . . . . . . . .    85.1     79.3     114.2
Write down of TCP's to FMV. . . . . . . . . . . . . . . . . .       -        -     160.6
Cost of homes sold (1). . . . . . . . . . . . . . . . . . . .    91.7     86.0      90.6
Cost of commercial properties sold (1). . . . . . . . . . . .    61.8     98.6     141.1
Rental operating cost (1) . . . . . . . . . . . . . . . . . .    20.2     23.2      29.4
                                                               -------  -------  --------
Total cost of revenue . . . . . . . . . . . . . . . . . . . .    75.7     79.4     111.6
                                                               -------  -------  --------
Gross profit (loss) . . . . . . . . . . . . . . . . . . . . .    24.3     20.6   (  11.6)
General and administrative expenses . . . . . . . . . . . . .     4.7      5.5       8.2
Depreciation and amortization . . . . . . . . . . . . . . . .     2.3      1.8       1.8
                                                               -------  -------  --------
Operating income (loss) . . . . . . . . . . . . . . . . . . .    17.3     13.3   (  21.6)

Other expense:
Joint venture loss. . . . . . . . . . . . . . . . . . . . . .       -        -         -
Interest expense, net . . . . . . . . . . . . . . . . . . . .    (3.5)    (1.3)     (3.5)
                                                               -------  -------  --------
   Total other expense. . . . . . . . . . . . . . . . . . . .    (3.5)    (1.3)     (3.5)
                                                               -------  -------  --------
   Income (loss) before provision (benefit) for income taxes
                                                                 13.8%    12.0%   (25.1)%
                                                               =======  =======  ========
<FN>
(1)     Shown  as  a  percentage  of  the  corresponding  revenue  item.
</TABLE>

1999  COMPARED  TO  1998

     Revenue.  Total  revenue  was  $130.1 million in 1999, representing a $37.9
million,  or  41.2%,  increase from $92.2 million in 1998.  Construction revenue
was $16.6 million in 1999, representing a $34.9 million, or 67.7%, decrease from
$51.5  million  in  1998. The decrease in construction revenue was primarily due
the  decline  in  construction activity in the fourth quarter of 1999 due to the
Company's weakened cash flow position, creating slow payments to subcontractors,
which  resulted  in  a substantial slowing of construction.  Additionally, fewer
and  smaller  actual  projects  were  under construction during 1999 compared to
1998,  consistent  with  the  Company's  strategy  to  increase  its  focus  on
homebuilding.  Three  large  projects  under  construction  during  1998  were
completed  in  early  1999;  therefore  lower  revenues were recognized on these
projects  as  they  neared  completion during the first part of 1999 compared to
higher revenues recognized in 1998.  Sales of homes were $102.7 million in 1999,
representing  a  $75.1  million, or 271.7%, increase from $27.6 million in 1998,
due  to 924 home closings during 1999 compared to 251 home closings during 1998,
a  268.1%  increase.  Nevada  home  closings were 304 in 1999 compared to 148 in
1998.  Diamond  Key, acquired in November 1998, contributed 577 home closings in
1999  and 62 in 1998.  Home closings from the Utah subsidiary, Maxim Homes, were
43  in 1999 and 41 in 1998.  Sales of commercial properties were $4.9 million in
1999, representing a $2.9 million, or 37.4%, decrease from $7.8 million in 1998.
The  decrease  in  sales  of  commercial  properties  was  primarily due to four
commercial  property  sales,  both  in  1999  and  1998, but the 1999 commercial
property  sales  were  for smaller properties, resulting in lower sales revenue.
Rental  revenue  was  $3.5  million  in 1999, substantially the same as in 1998.
Other revenue increased by $689,000, to $2.4 million or 41.1%, from $1.7 million
in  1998. The increase was primarily due to income received by HomeBanc Mortgage
Corporation of $794,000 (an affiliate of Diamond Key, acquired in December 1998)
for  fees  collected  from  customers  for  loan  originations,  commitments and
premiums;  commissions  and  other revenues from Diamond Key of $231,000; income
from  easements  and  other  property  management  income of $250,000; partially
offset  by  commission  income  of  $440,000  in 1998 on property sales while no
similar  income  was  recognized  in  1999 and a reduction of $167,000 in retail
revenue  in  1999 from a convenience store, of which the operations were sold in
July  1999.


<PAGE>
Cost of Revenue.  Total cost of revenue was $145.3 million in 1999, representing
a  $72.1  million,  or  98.6%,  increase  from  $73.1  million in 1998.  Cost of
construction  was $19.0 million in 1999, representing a $21.9 million, or 53.5%,
decrease  from  $40.9 million in 1998, primarily due to a corresponding decrease
in  construction  revenue.  Cost of construction as a percentage of construction
revenue  increased  to  114.2%  in  1999,  as  compared  to 79.3% in 1998.  This
increase  was  primarily  due  to  the  Company's  significant  increase  in the
proportion  of  revenues it generates from its homebuilding activities which has
lower  margins  than  construction margins, the increased overhead allocation to
the  Company's  homebuilding  activities on a per unit basis during 1999 and the
write-off of costs relating to certain jobs.  During 1999, the Company wrote off
approximately  $2.1  million  related  to  development  jobs  that  the  Company
determined  would  not  be  completed or collected in the future.  Cost of homes
sold  was  $93.0  million  in  1999,  representing  a  $69.3 million, or 291.6%,
increase  from $23.8 million in 1998, which was primarily due to the increase in
sales  of  homes  and  increased direct construction and carrying costs. Cost of
commercial properties sold was $6.9 million in 1999, representing a $793,000, or
10.3%,  decrease  from $7.7 million in 1998, due primarily to smaller commercial
properties  sold  with a lower cost basis during 1999 compared to 1998.  Cost of
commercial  properties  sold  as  a percentage of sales of commercial properties
increased  to  141.1%  in  1999  compared to 98.6% in 1998, primarily due to the
write  down  of  commercial properties to cost of sales to lower of cost or fair
value.  Rental operating costs were $1,040,000 in 1999, representing a $225,000,
or  27.6%,  increase from $815,000 in 1998.  Gross profit (loss) as a percentage
of revenue decreased to (11.6)% in 1999 compared to 20.6% in 1998, generally due
to  increased  construction  and  holding  costs.

     General and Administrative Expenses. General  and  administrative  expenses
were $10.7  million in 1999, representing a $5.7 million,  or  112.6%,  increase
from $5.0 million in 1998, primarily due increased activities related to  growth
in the Company's revenues, including the increase in homebuilding activities and
the  acquisitions  of Diamond Key, HomeBanc and Maxim.  Payroll related expenses
increased  $2.6  million in 1999 compared to 1998, primarily due to the addition
of  Diamond  Key  for $1.8 million and the remainder primarily due to Nevada and
Utah  homebuilding activities.  See Item 1. "Business Employees."  Marketing and
advertising costs of $2.4 million for 1999 compared to $477,000 for 1998 reflect
the  increased  number  of home production and sales.  Bad debt expense was $1.3
million  in 1999 compared to $440,000 in 1998, primarily due to the write off of
$399,000  for  private  offering expenses that did not materialize, $240,000 for
potential  litigation  accrual,  $185,000  for development jobs that will not be
pursued,  and $231,000 of several notes receivable that are not collectable.  In
addition,  accounting,  legal  and  agency  fees  increased  $460,000 related to
increased  employee  expenses  and  public  company  costs  due to the Company's
growth.  General  and  administrative  expenses as a percentage of total revenue
increased  to  8.2%  in  1999  compared  to  5.5%  in  1998.

     Write down of Tax Credit Projects to Fair Value.  During the fourth quarter
of  1999, the Company began to explore the possibility of selling the Tax Credit
Project  general  partnership  interests  and  receivables  to  strengthen  the
Company's  cash flow position and has determined that the Due from TCP's and the
Investments in the TCP Joint Ventures are held for sale at December 31, 1999 and
are  actively  being  marketed  for  sale.  Therefore, at December 31, 1999, the
amounts  are recorded at the lower of cost or fair value, less selling  expenses
even though the estimated  future  cash  flows  exceeded  the  gross  recievable
balance at December 31, 1999. The Company has obtained a fair  market  valuation
from an independent third party for  the  general partnership  interests and the
receivables from the eight TCP  properties.  This  valuation  indicated  a  fair
value of $14.8 million,  resulting  in  a  write  of  down  of  the  Tax  Credit
partnership receivables by $23.9 million and write down the investments in these
projects by $1.7 million (See Notes  6  and  9  to  the  Consolidated  Financial
Statements).

     Write down of Properties Under Development to Fair Value. The Company began
to actively market some of their properties  under  development  in  the  fourth
quarter of  1999.  Upon review  of  independent  appraisals  on  some  of  these
properties, it was determied that adjusting net book  value  to  net  realizable
value (appraised value less marketing costs) would result in a loss.  The  $1.3
million write down of properties in development relates to those held for  sale
to accrue for estimated  future  losses.

     Until the fourth quarter of 1999, the Company had not attempted to market
these general partnership interests and receivables and based  on  all available
information,  the  Company  believed  that  it  would  be  able  to  collect the
receivable  balances  plus  interest  as  provided  for  in  the  agreements.


<PAGE>
     Depreciation and Amortization.  Depreciation and amortization expense was
$2.4 million in 1999, representing a $675,000, or 40.0%,  increase  from  $1.7
million in 1998, primarily due to an increase in goodwill amortization expense
of $424,000 related to the acquisitions of Diamond Key, Maxim and HomeBanc  in
1998 and the increase in depreciation expense due to more operating properties
heldin the Company's portfolio throughout 1999 compared to  1998  due  to  the
Company's growth.

     Interest Expense, Net. Interest expense, net was $4.5  million  in  1999,
representing  a  $3.3  million,  or  264.2%, increase from $1.2 million in 1998,
primarily  due to an increase in the amount of outstanding borrowings and higher
interest  rates  during 1999 compared to 1998.  The Company recorded an increase
in  notes  payable  from $88.3 million at December 31, 1998 to $117.8 million at
December  31,  1999.  Interest income decreased $262,000 or 23.7% to $843,000 at
December  31,  1999  from  $1.1  million  at  December 31, 1998.  Total interest
capitalized  was  $7.7 million and $4.9 million for the years ended December 31,
1999  and  1998,  respectively.

     Income (Loss) Before Provision (Benefit) for Income Taxes.  As a result of
the foregoing factors, income (loss) before provision (benefit) for income taxes
was $(32.7)  million, representing  a $43.8 million, decrease from $11.0 million
in 1998. Income (loss) before provision (benefit) for income taxes as a
percentage of total revenue decreased to (25.1)% in 1999 compared to 12.0% in
1998.

1998  COMPARED  TO  1997

     Revenue.  Total  revenue  was  $92.2  million in 1998, representing a $32.8
million,  or  55.2%,  increase from $59.4 million in 1997.  Construction revenue
was $51.5 million in 1998, representing a $19.8 million, or 62.5%, increase from
$31.7 million in 1997. The increase in construction revenue was primarily due to
the  start  of  construction  on  the  South Valley and Spanish Hills apartments
projects;  the  near  completion of the Corte Madera design-build project, which
started  in  late  1997; and the completion of the Rancho Mesa apartment project
which  started  in  mid-1997.  Sales  of  homes  were  $27.6  million  in  1998,
representing  a  $16.6  million, or 149.9%, increase from $11.1 million in 1997,
due  to  251 home sales in 14 communities during 1998 compared to 134 homes sold
in  two  communities  during  1997.  Diamond  Key,  acquired  in  November 1998,
contributed  62 home sales.  Sales of commercial properties were $7.8 million in
1998,  representing  a  $3.7  million,  or 32.2%, decrease from $11.5 million in
1997.  The decrease in sales of commercial properties was primarily due to three
commercial property sales and three land sales during 1997 compared to only four
commercial  property  sales  during  1998.   Rental  revenue was $3.5 million in
1998, representing a $68,000, or 1.9%, decrease from $3.6 million in 1997. Other
revenue  increased  by $168,000, to $1.7 million, or 11.1%, from $1.5 million in
1997.  The  increase  was  primarily due to income received by HomeBanc for fees
collected  from  customers  for  loan  originations,  commitments  and premiums.

     Cost of Revenue.  Total  cost  of  revenue  was  $73.1  million  in  1998,
Representing  a  $28.2  million, or  62.6%,  increase  from  $45.0  million  in
1997.  Cost of construction  was $40.9  million in 1998,  representing a  $13.9
million, or 51.5%, increase  from  $27.0 million in 1997, primarily  due  to  a
corresponding increase in  construction  revenue.  Cost of  construction  as  a
percentage of construction revenue  decreased  to  79.3%  in  1998, as compared
to 85.1% in 1997, which was primarily  due to increased  volume,  resulting  in
lower construction overhead and absorption  rates  per  project.  Cost of homes
sold was $23.8 million in 1998, representing   a   $13.6   million,  or  134.3%,
increase from $10.1 million in 1997, which was primarily due to the increase  in
sales of homes. Cost of homes  sold  as  a  percentage  of  home  sales  revenue
decreased  to  86.0%  in  1998  from 91.7% in 1997 primarily  due  to  decreased
construction  costs  as  a  result  of  increased  efficiencies.  Cost  of
commercial  properties  sold  was $7.7 million in 1998, representing a $583,000,
or  8.2%,  increase  from  $7.1  million  in  1997, due  primarily  to  smaller
commercial  properties sold  with lower cost basis during 1997 compared to 1998.
Cost of commercial properties  sold  as a  percentage of  sales  of   commercial
properties increased to 98.6% in 1998 compared to 61.8% in 1997, primarily due
to  the  sale of  one  commercial  property  at  a  loss  during  1998.   Rental
operating  costs  were  $815,000  in   1998,   representing   a   $91,000,   or
12.6%,  increase from $724,000 in 1997.  Gross profit as a percentage of revenue
decreased to 20.6% in 1998 compared to 24.3% in 1997, generally due to increased
construction  costs  and  higher  cost  of  commercial  properties  sold.

     General and Administrative  Expenses.  General and administrative  expenses
were $5.0 million in 1998,  representing a $2.3 million, or 83.6%, increase from
$2.7 million in 1997,  primarily due to an increase in salary expense associated
with an increase in the number of employees  related to the Company's  expansion
and growth in Reno,  Nevada,  Utah and Arizona and the  write-off  of a $405,000
receivable, representing delinquent rent and advances, during the second quarter
of 1998.  General and  administrative  expenses as a percentage of total revenue
increased to 5.5% in 1998 compared to 4.7% in 1997, primarily due to lower sales
of commercial properties in 1998 and the write-off of the receivable.


<PAGE>
     Depreciation and  Amortization.  Depreciation and amortization  expense was
$1.7 million in 1998,  representing  a $294,000,  or 21.1%,  increase  from $1.4
million  in  1997,  primarily  due to  more  operating  properties  held  in the
Company's  portfolio  throughout  1998  compared  to 1997 and an increase in the
amortization  of financing fees  associated  with  borrowings  incurred for land
acquisition and development.

     Interest  Expense, Net. Interest expense, net was  $1.2  million  in  1998,
representing  an  $869,000,  or  41.4%,  decrease  from  $2.1  million  in 1997,
primarily  due  to  an  increase  in  the  amount  of  interest  capitalized  on
construction  financing during 1998 compared to 1997, resulting from an increase
in  notes  payable  from  $40.6 million at December 31, 1997 to $88.3 million at
December 31, 1998.  Interest income increased from $985,000 at December 31, 1997
to  $1.1  million  at  December 31, 1998 due to increased Tax Credit Partnership
interest  recognized.  Total  interest  capitalized  was  $4.9  million and $1.2
million  for  1998  and  1997,  respectively.

     Income Before Provision for Income Taxes.  As  a  result  of the foregoing
factors,  income  before  provision  for  income  taxes  was  $11.0  million,
representing  a  $2.8  million,  or  34.7%,  increase from $8.2 million in 1997.
Income  before  provision  for  income  taxes  as  a percentage of total revenue
decreased  to  12.0%  in  1998  compared  to  13.8%  in  1997.

LIQUIDITY  AND  CAPITAL  RESOURCES

     On  June  24,  1997,  the  Company completed its initial public offering of
2,275,000  shares  of  Common  Stock  at  $8.25  per  share. The net proceeds of
approximately  $17.3  million  were  used  as follows: (i) $8.1 million to repay
indebtedness,  of  which  $3.4 million represented indebtedness to the Company's
principal  stockholders  and  $1.7  million  represented  indebtedness  to other
related parties, (ii) $5.6 million to acquire land for future development, (iii)
$2.8 million to acquire the interests of various third-party partners in certain
properties  and  (iv)  approximately  $800,000  for  development  activities and
general  corporate  purposes.

     Concurrently   with  the  closing  of  the   Offering,   the   Contributing
Stockholders  contributed their partnership  interests in certain  properties to
the Company. In addition,  certain obligations to the Contributing  Stockholders
represented by the Notes were satisfied as follows:  (i) approximately  $700,000
of  outstanding  amounts due to the Company by the principal  stockholders  were
offset against the Notes,  (ii) $3.65 million was repaid through the issuance by
the Company of 384,256  shares of Common Stock and (iii) $1.0 million was repaid
through the  issuance by the  Company of warrants  for 400,000  shares of Common
Stock.  The warrants were exercisable at $9.90 per share if the Company achieved
specified  levels of after-tax net income in 1997 and 1998.  The actual level of
after-tax  net income in 1997 was below the  specified  level and  therefore the
warrants lapsed.

WORKOUT  PLAN

     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of  1999  and  a  halt  of construction in Nevada and Utah in the first
quarter of 2000, primarily due to cash flow problems and over expansion, and was
in  default  on  substantially  all  notes  payable  at  December 31, 1999.  The
inadequate cash flow problem was due to several factors, including: the purchase
of Diamond Key Homes in November 1998 for approximately $12.9 million, including
$10.9  million  in  cash, a portion of which was borrowed funds; over expansion;
purchases  of  land  in  Utah  in  the first and third quarters of 1999 for $4.5
million,  which the Company purchased using a combination of high interest rate,
short  term  debt and funds intended for working capital and other purposes, and
for  which  the  Company was unable to obtain permanent replacement financing on
satisfactory  terms;  and the Company's failure to adequately monitor and manage
its  cash  flow.   The  aforementioned  facts  and  circumstances  have  raised
substantial doubt that the company will be able to continue as a  going  concern
and, therefore, may be unable to realize its assets and dicharge its liabilities
in the normal course of business.

In  the  first  quarter  of 2000, the Company brought in outside consultants and
legal  expertise  to assist in formulating a workout business plan (the "Workout
Plan").  The  key  elements  of the Workout Plan are: to establish adequate cash
management  controls  regarding  cash  flows and to accelerate the retirement of
debt,  especially  higher interest rate debt, by raising additional capital from
sources  other  than  the  sale  of  homes,  such  as  the sale of land held for
development  and  for sale and operating properties and to negotiate forbearance
agreements  with  lenders.  The  Company believes that the proposed Workout Plan
will  help  the  Company focus on operations, including improved cash management
and  monitoring  of  cash  flows  and  completion  of  construction and sales of
existing  projects.

     Although the Company  hopes that the Workout Plan will allow the Company to
avoid filing, or being forced into, bankruptcy,  there can be no assurances that
the Workout Plan will be approved by the Company's  creditors and subcontractors
or, that if approved,  the Company will be able to  successfully  take the steps
necessary  under  the  Workout  Plan to  avoid  filing,  or being  forced  into,
bankruptcy. The Workout Plan generally assumes the same levels of priority given
to debt  instruments  consistent  with the  payment  priorities  of a Chapter 11
filing.


<PAGE>
     Cash Flow Funds Controls. The Company is still in the process of finalizing
the details of various loan terms with its  creditors  and  subcontractors.  The
Company has been meeting with its lenders and subcontractors in order to discuss
with them the Company's  operations,  including the cash flow shortage,  and the
proposed Workout Plan. However,  there can be no assurance that the Company will
be able to obtain agreement from its creditors and subcontractors to the Workout
Plan.

     As  part  of the Workout Plan the Company has agreed to certain controls on
its  use  of  cash,  including  setting  up a voucher control system with Nevada
Construction  Services to coordinate payments to lenders and subcontractors. The
Company  has also proposed, as an additional component of the Workout Plan, that
its  subcontractors accept a pro rata share of proceeds from the sales of future
units  through  escrow  disbursements, after the primary lenders have been paid,
until the subcontractors' obligations are satisfied. These payments will be made
through  escrow  to  insure payment is made timely and accurately to the lenders
and  subcontractors.  The  Company  has  also agreed to weekly monitoring of the
Company's  progress  to  insure  adherence  to  the  Workout  Plan.

     Retirement of Debt and Sale of Properties.  An agreement (effective May 12,
2000)  has  been  reached  with a group of the Company's various individual debt
holders  ("Debt Holder"), which agreement is the cornerstone of the Workout Plan
and  would allow the Company to conduct an orderly disposition of certain of its
assets  so  as  to  improve  its balance sheet and its cash flow.  The agreement
provides  for the Debt Holder to acquire assets from the Company with a carrying
value of approximately $11.3 million, comprised of the Company's rights to a 914
acre  parcel  of  undeveloped  land  in  Tucson,  Arizona,  an 80 acre parcel of
undeveloped  land  in  North  Las  Vegas,  Nevada,  and  two  properties  under
development  in  Phoenix, Arizona.  In exchange for such assets, the Debt Holder
will  forgive  any  and  all  indebtedness  of  the Company in favor of the Debt
Holder,  currently  aggregating  approximately  $34.1  million ($27.8 million at
December  31,  1999)  and bearing interest rates ranging from 0.0% to 30.0%, and
the company  will receive the Debt  Holder's  interest  in a condominium project
that has a fair value of approximately $8.5  million  and  related  debt of $5.5
million (assumed by the Company)  and  the  Debt  Holder's  assumed Company debt
of  approximately  $2.7  million  on  the two Phoenix, Arizona properties.  This
agreement  eliminates high interest rate  debt  the  Company  has  recorded with
respect to these assets and it improves the balance  sheet  position in that the
primary  asset  being  given  in exchange  for  the  extinguishment of debt is a
contract to acquire the 914 acre parcel, which is recorded  as  a  $1.8  million
asset on the Company's Consolidated  Balance  Sheet.  Through  May  12, 2000 the
Company has sold three operating  properties  and  two  parcels  of  land,  with
a carrying value of approximately  $5.3  million  and debt of approximately $4.2
million at December 31, 1999, for  a total of approximately $6.1 million.  These
sale transactions retired debt  of  approximately  $4.2  million.  The  sale  of
properties  and extinguishment  of  debt  will  result  in  debt  retirement  of
approximately $39.9 million and a gain of approximately $26.1 million  in  2000.
Although some of the Debt Holders' obligations  are  unsecured, much of the debt
is secured. Hence, this  transaction will free up equity  for  the  purposes  of
generating cash either through loans or sales to meet  the  existing  cash  flow
shortages.

     The Company has other  properties in escrow and anticipates cash flows from
these closings in the coming months.  There can be no assurance however that any
of the proposed asset sales will be completed or, that if completed,  they would
be completed in a timely enough  manner for the Company to avoid  filing,  or be
forced into,  bankruptcy.  Similarly,  there can be no assurance  the  Company's
other  creditors will forego taking any actions  against the Company pending the
completion of these transactions and there can be no assurance that, even if the
transactions are completed, that the Company will be able to avoid filing, or be
forced into, bankruptcy.

     The  cash  short  fall  in  the  initial  months, until business operations
stabilize, has not yet been addressed in the plan. However, with the Debt Holder
agreement  in  place,  considerable  equity would be freed up, and the Company's
cash  flow  demands  from  short  term  borrowings  diminish  significantly.
Additionally, it will take time to fully  implement  the Workout  Plan  and  the
Company may need to obtain interim financing and there can be no assurances that
the Company will be able to obtain such interim financing on Satisfactory  terms
or not at all.

The  Company has also decreased its workforce in the first quarter of 2000 by 68
employees or 27.9% of the total Company's workforce, which is expected to result
in  a reduction of approximately $2.4 million per year in payroll related costs.
See  Item  1.  "Employees."

     On  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA)  National Housing Corp. which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company issued
457,142  shares  of  Saxton Common Stock to acquire certain of VOA's interest in
Tax Credit Partnerships.  The purchase/settlement agreement required the Company
to deliver to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share,
the  market price on March 12, 2000).  These shares represent approximately 5.8%
of  the  Company's  Common  Stock issued and outstanding on March 12, 2000.  The
Company  also  agreed to pay $325,000 in cash to VOA, of which $125,000 was paid
in  the  first  quarter  of  2000,  with  the  remainder  to  be  paid in annual
installments,  over  the  next  two  years.  The $1,325,000 has been recorded as
Investment in Joint Ventures held for sale at December 31, 1999 and was included
in  the  market  valuation  of  the  TCP  properties.


<PAGE>
The  Company's  claim  for  a federal income tax refund due to the net operating
loss  for  the  taxable years ended December 31, 1997 and 1998, was processed by
the  Internal  Revenue  Service  and  resulted  in a refund of taxes paid in the
amount  of  $2,363  and  $3,614  for  such  years,  respectively.

     The  Company  has  historically  relied upon land and project financing, as
applicable, partner and joint venture contributions in the form of land or cash,
developer's  equity  (value  in  excess of cost), other forms of debt, including
loans from affiliates, and cash flow from operations to provide capital for land
acquisitions  and  portfolio  construction.  The  Company intends to continue to
provide  for  its  capital  requirements  from  some  or  all  of these sources.

Lending  Activities
-------------------

     On  November 15, 1999, (the first anniversary of the closing of the Diamond
Key  acquisition),  in  connection with the purchase of Diamond Key, the Company
issued  146,391  shares  of the Company's Common Stock to Larison P. Clark.  The
Company was also obligated to pay Mr. Clark $1.0 million in cash on November 15,
1999.  The Company has paid Mr. Clark $300,000 through December 31, 1999 and the
remainder  was  recorded as a note payable for $700,000 with an interest rate of
18.0%  per  annum,  due  on  May  3,  2000,  of which $225,000 was paid in 2000.

During  the  second  quarter  of  1999,  the Company's Executive Vice President,
Michele  Saxton  Pori,  pledged  530,000  shares on Common Stock, or 6.9% of the
Company's  outstanding  shares as of December 31, 1999, as collateral for a $1.2
million personal loan.  Ms. Pori reloaned the proceeds to the Company.  The note
payable  bears interest at 12.0% per annum and matured on February 3, 2000.  The
outstanding balance at December 31, 1999 was $613,000.  As of December 31, 1999,
these  loans  were in default.  The Company understands that Ms. Pori intends to
repay, in full, the loan from the lender upon repayment of the loan she has made
to  the  Company.

     During the fourth  quarter of 1998,  the Company's  President and principal
stockholder, James C. Saxton, pledged 3,471,590 shares of Common Stock, or
approximately 44.1% of the Company's outstanding shares at December 31, 1999, as
collateral  for two personal loans to Mr. Saxton and three loans to the Company.
Mr.  Saxton reloaned the proceeds from the two personal loans to the Company for
use in connection with the acquisition of Diamond Key.  The two notes payable to
Mr.  Saxton aggregating $7,575,000, bear interest at 12.0% per annum and matured
on  February  1,  2000.  The  outstanding  balance at December 31, 1999 was $6.0
million.  As  of  December  31,  1999,  the  loans were in default.  The Company
understands  that  Mr.  Saxton intends to repay, in full, the loans from the two
lenders  upon  repayment  of  the  loans  he  has  made  to  the  Company.

     On  February  9,  1998,  the Company entered into a $10.0 million revolving
loan  agreement  with  a financial institution.  The line of credit provides for
borrowings  up  to  $1.0  million for general working capital requirements, $4.0
million  for  acquisition  and development, including strategic acquisitions and
$5.0  million  for  land  acquisitions.  Borrowings under the line of credit are
secured  by the pledge of certain Company receivables and any land acquired with
borrowings  under  the  line of credit and bear interest at one percent over the
lender's  prime rate in effect from time to time.  The agreement is also subject
to  certain financial covenants and restrictions.  The revolving working capital
line  for  $1.0 million was payable on November 30, 1999, the maturity date, and
the  remainder  is payable one year and one day following each advance.  The due
dates  range  from  December  1, 2000 to September 14, 2001.  As of December 31,
1998 and 1999, the Company had outstanding indebtedness of $5.0 million and $7.9
million, respectively.  At December 31, 1999, the Company was in default on this
line  of  credit.

     On July 30, 1997, the Company entered into a $5.0 million revolving line of
credit  agreement  with a financial institution.  Loans under the agreement bear
monthly interest at 1.5% above the prime rate as defined in the agreement (9.25%
at December 31, 1998 and 8.50% at December 31, 1999), and require the Company to
pay  a  loan  fee of 0.25% for each disbursement.  Loans under the agreement are
available  only for the acquisition of land and are secured by first trust deeds
on  certain real property.  As of December 31, 1999, the Company had outstanding
indebtedness of $1.5 million maturing on August 1, 2000 and $450,000 maturing on
March 12, 2000 for a total indebtedness of $1.9 million.  Under the terms of the
agreement,  the  Company  is  required  to meet certain financial covenants.  At
December  31,  1999,  the  Company  was  in  default  on  this  loan.

     With  regard  to  the  Company's  lines  of  credit  and  related  party
transactions,  see  Notes  5,  11  and  12  of  Notes  to Consolidated Financial
Statements.


<PAGE>
Cash  Flow  Uses
----------------

     Net  cash  used  in  operating  activities for the years ended December 31,
1997,  1998  and  1999  was  $12.5  million,  $35.9  million  and $31.0 million,
respectively.  This  increase  was  primarily  due to increases in properties in
development,  Tax  Credit  Partnership  receivables  and  construction contracts
receivable. Properties under development increased from $79.4 million in 1998 to
$90.0  million  in  1999.  The  number of properties under development increased
from  41  in  1998  to  33  in  1999.  Receivables from Tax Credit Partnerships
decreased  from $32.0 million in 1998 to $12.6 million in 1999, primarily due to
increased  land acquisition costs and increased construction cost receivables on
the  Company's  Rancho  Mesa, Spanish Hills and South Valley Apartments projects
and  the write down to fair value of all TCP properties.  Construction contracts
receivable  decreased   from   $8.8   million  in  1998  to  $25 million in 1999
primarily  due  to  increased  design-build  construction  costs  related to two
projects.

     Net  cash  used  in  investing  activities for the years ended December 31,
1997,  1998 and 1999 was $964,000, $19.0 million and $2.3 million, respectively.
The increase from 1997 to 1998 in cash used in investing activities is primarily
due  to  an increase in expenditures for property acquisitions and improvements,
due  to $793,000 in cash utilized in connection with the acquisition of Maxim in
March  1998,  and  $10.9  million  of  cash  utilized  in  connection  with  the
acquisition  of  Diamond  Key  in  November  1998.  The decrease in cash used in
investing  activities  from  $19.0  million  in  1998 to $2.3 million in 1999 is
primarily due to the reduction in 1999 of cash outlays for property acquisitions
and  improvements  from  $14.2  million  in  1998  to  $358,000  in  1999.  No
acquisitions  of  companies  occurred  in  1999,  while the Company acquired two
homebuilders  in  1998.

     Net  cash provided by financing activities for the years ended December 31,
1997,  1998  and  1999  was  $13.0  million,  $55.1  million  and $33.7 million,
respectively.  The  increase  from  1997  to  1998  was primarily due to the net
effect  of  the  proceeds  from  the Offering.  The decrease in cash provided by
financing  activities  from  1998  to 1999 is primarily due to net proceeds from
notes  payable  of  $29.4 million during 1999 compared to $47.6 million in 1998.

     On  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA)  National Housing Corp. which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company issued
457,142  shares  of  Saxton Common Stock to acquire certain of VOA's interest in
Tax Credit Partnerships.  The purchase/settlement agreement required the Company
to deliver to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share,
the  market price on March 12, 2000).  These shares represent approximately 5.8%
of  the  Company's  Common  Stock issued and outstanding on March 12, 2000.  The
Company  also  agreed to pay $325,000 in cash to VOA, of which $125,000 was paid
in  the  first  quarter  of  2000,  with  the  remainder  to  be  paid in annual
installments,  over  the  next  two  years.  The $1,325,000 has been recorded as
Investment in Joint Ventures held for sale at December 31, 1999 and was included
in  the  market  valuation  of all TCP properties and was included in the market
valuation  of  all  TCP  properties.

Interest  costs  incurred,  expensed  and  capitalized  were  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                   YEARS ENDED DECEMBER 31,
                                  ------------------------
                                       1998    1999
                                      ------  -------
<S>                                   <C>     <C>
Interest incurred:
 Residential . . . . . . . . . . . .  $4,674  $10,789
 Commercial. . . . . . . . . . . . .   2,522    2,197
                                      ------  -------
   Total incurred                     $7,196  $12,986
                                      ======  =======

Interest expensed:
 Residential                          $  117  $ 3,450
 Commercial                            2,220    1,880
                                      ------  -------
   Total expensed                     $2,337  $ 5,330
                                      ======  =======

Interest capitalized at end of year:
 Residential                          $4,557  $ 7,339
 Commercial                              302      317
                                      ------  -------
   Total interest capitalized         $4,859  $ 7,656
                                      ======  =======
</TABLE>


<PAGE>
     The  Company  has  utilized,  and  may  continue  to  utilize,  options and
contingent sales contracts as a method of controlling and subsequently acquiring
land.  By  controlling  land  through  these methods on the future discretionary
purchase  of  land, the Company attempts to minimize its cash outlays and reduce
its  risk  from  changing  market  conditions.  While  the  Company  attempts to
prudently manage its acquisition and development of property, the development of
such  property  can  have  a  negative  impact on liquidity due to the timing of
acquisition  and  development  activities.

     If strategic acquisitions or joint venture opportunities arise, the capital
resources  of  the  Company  may  be  utilized,  if available, to undertake such
opportunities.  The timing and nature of these opportunities cannot be predicted
and  the financing of any future strategic acquisition or joint venture may take
a  variety  of  forms.

     The Company  anticipates that development of portfolio projects during 2000
will cost  approximately  $8.5 million in the  aggregate,  substantially  all of
which is expected  to be financed  with  construction  loans,  which there is no
assurance  the Company  will be able to  continue.  The real estate  development
business is capital intensive and requires significant up-front  expenditures to
acquire  and  entitle  land and  commence  development.  The  Company  typically
finances,  and will  continue to finance,  its land  acquisition  and  portfolio
development  activities utilizing the proceeds of institutional loans secured by
real property.  In some cases,  the Company plans to utilize private  financing,
typically on a short-term or interim  basis.  In cases where the Company holds a
property after completion of construction, the Company generally seeks to obtain
permanent financing secured by the property. There can be no assurance, however,
that  the  Company  will  be  able  to  obtain  satisfactory  financing  for the
development  of any of its  projects  and the  failure  to  obtain  satisfactory
financing  would have a material  adverse effect on the Company,  its operations
and its financial condition.  The Company also expects purchases of construction
and computer  equipment  during 2000 to be nominal,  based on the Company's debt
restructuring.

     At  December  31,  1999,  the  Tax Credit Partnerships were indebted to the
Company  in  the  aggregate  amount of approximately $16.8 million, representing
developer  fees  and  land and construction costs. Of such amount, approximately
$14.3  million  is  payable  to  the Company by the Tax Credit Partnerships from
additional  capital  contributions of the investor limited partners. The Company
anticipates  that  approximately  $1.8  million  will  be  paid in 2000 and $2.5
million  will  be  paid  in 2001.  Approximately $12.5 million is payable to the
Company  from  the  net  operating  cash  flows  of the Tax Credit Partnerships.

     During  the fourth  quarter  of 1999,  the  Company  began to  explore  the
possibility of selling the Tax Credit Project general partnership  interests and
receivables  to strengthen  the Company's  cash flow position and has determined
that the Due from TCP's and the  Investments  in the TCP Joint Ventures are held
for sale at  December  31,  1999  and are  actively  being  marketed  for  sale.
Therefore,  at December 31, 1999,  the amounts are recorded at the lower of cost
or fair value,  less  selling  expenses.  The Company has obtained a fair market
valuation from an independent third party for the general partnership  interests
and the  receivables  from the eight TCP properties.  This analysis  indicated a
fair  value  of  $14.8  million,  resulting  in a write  down of the Tax  Credit
partnership receivables by $23.9 million a and write down of the investments  in
these projects by $1.7 million (See Notes 6 and 9 to the Consolidated  Financial
Statements).

     Until the fourth  quarter of 1999,  the Company had not attempted to market
these general  partnership  interests and receivables and based on all available
information,  the  Company  believed  that  it  would  be able  to  collect  the
receivable  balances  plus  interest  as  provided  for  in the  agreements.  In
addition, management's estimated future cash flows exceeded the gross receivable
balance at December 31, 1999.

     The Company has made its capital  contributions  to  the  eight  Tax Credit
Partnerships.  The  Company  is  obligated,  however,  to make operating expense
loans,  not  to exceed an aggregate of $3.4 million, to meet operating deficits,
if  any,  of  such Tax Credit Partnerships.  The Company does not plan to pursue
any  new  Tax  Credit  Projects  in  the  foreseeable  future.

With regard to the Company's lines of credit and related party transactions, see
Notes  5,  11  and  12  of  Notes  to  Consolidated  Financial  Statements.

BACKLOG

     The  Company's  homes  are  generally  offered for sale in advance of their
construction.  The majority of the Company's homes are sold pursuant to standard
sales  contracts  entered into prior to commencement of construction. Such sales
contracts  are  typically  subject to certain contingencies, such as the buyer's
ability  to  qualify  for  financing.  Homes covered by such sales contracts are
considered  by the Company as backlog. The Company does not recognize revenue on
homes  covered  by  such  contracts  until  the sales are closed and the risk of
ownership  has  been  legally transferred to the buyer. At December 31, 1998 and
1999,  the  Company  had  184  homes  and  356  homes, respectively, in backlog,
representing  aggregate  sales  values  of approximately $19.7 million and $40.1
million,  respectively.  The  large  backlog  at  December 31, 1999 is primarily
attributable  to  the  construction work slowdown in the fourth quarter of 1999.
There  can  be no assurance that the buyers will remain in place long enough for
the  Company  to  close  the  sales.


<PAGE>
     As  part  of  its  sales  and  marketing  efforts,  the  Company builds and
maintains model homes in each of its active communities. The Company also builds
homes  which  are under construction or completed for which the Company does not
yet  have  sales  contracts ("speculative homes") on a project-by-project basis.
See  Item  1.  "Business - Development Activities - Homebuilding - Marketing and
Sales."  It is possible that, in the event of adverse economic or other business
conditions  affecting home buying activity in the Company's markets, the Company
may  be  required  to reduce prices or provide sales incentives to liquidate its
inventory  of  model  or speculative homes. It is also possible that the Company
could be required to reduce prices or provide sales incentives to sell its model
homes  at  the conclusion of a particular community. Either of these actions, if
taken,  could  have  the effect of depressing the Company's gross margin for the
relevant  periods.

     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such  commercial projects is defined as the uncompleted
work  remaining  under  a  signed  fixed-price  contract.  The  Company uses the
percentage-of-completion  method  to  account  for revenue from its design-build
contracts.  At  December  31,  1998  and 1999, the Company had backlog under its
design-build  contracts  of  approximately  $20.3  million  and  $10.9  million,
respectively.  The  decrease in backlog is primarily due to the Company's change
in  focus  to  homebuilding  projects.

EFFECTS  OF  CHANGING  PRICES,  INFLATION  AND  INTEREST  RATES

     Management  believes  that  inflation  has not had a material impact on the
Company's  operations.  Substantial  increases  in  labor  costs,  workers'
compensation  rates  and  employee  benefits,  equipment  costs,  material  or
subcontractor  costs  could  adversely  affect the operations of the Company for
future  periods  to the extent that the Company is unable to pass such increases
on  to its construction clients or the purchasers of its properties. The Company
had  outstanding approximately $77.3 million of floating rate debt (exclusive of
the  indebtedness  of  unconsolidated  partnerships  of  which  the Company is a
general partner), currently bearing a weighted-average interest rate of 9.5% per
annum  at  December  31,  1999.  If the interest rates on the floating rate debt
increase  in  accordance  with  changes  to the indices upon which the rates are
based,  debt  service  obligations  of  the  Company  will  increase.

     The  potential  adverse  impact  of  inflation  on  the  Company's  rental
operations  is  mitigated  by  the  inclusion  of rent adjustment clauses in its
longer-term  nonresidential  leases  and  by  generally requiring tenants to pay
their  share  of  operating  expenses,  including  common area maintenance, real
property  taxes,  insurance  and  utilities.  The  Company's  shorter-term
nonresidential  leases and its residential leases, which are typically for terms
of  6  or  12 months, permit the Company to seek increased rents upon renewal or
re-letting  of  the  leased  space.

     Management  believes  that the Company's future homebuilding activities may
be  affected  by  fluctuations  in  interest  rates  and changing prices. Higher
interest rates may decrease the demand for new homes by making it more difficult
for homebuyers to qualify for mortgages or to obtain mortgages at interest rates
that  are  acceptable to the potential buyers. In addition, the Company, as well
as  the  homebuilding  industry  in  general,  may  be adversely affected during
periods  of high inflation, primarily as a result of higher land acquisition and
land  development  costs,  as  well  as higher costs of labor and materials. The
Company  attempts  to  pass  on  to  its customers any increase in costs through
higher  sales  prices.  There can be no assurance that inflation will not have a
material  impact  on  the  Company's  future  results  of  operations.

VARIABILITY  OF  RESULTS  AND  SEASONALITY

     The  Company  historically  has  experienced,  and in the future expects to
continue  to  experience,  variability  in revenue on a quarterly basis. Factors
expected to contribute to this variability include, among others; (i) the timing
of home and other property sale closings; (ii) the Company's ability to continue
to  acquire  land  and  options thereon on acceptable terms; (iii) the timing of
receipt  of  regulatory  approvals  for  the  construction  of  homes  and other
development  projects;  (iv)  the  condition  of  the real estate market and the
general  economic  conditions in the greater Las Vegas, Phoenix, Salt Lake City,
Reno  and  Tucson  metropolitan areas; (v) the prevailing interest rates and the
availability  of  financing,  both for the Company and for the purchasers of the
Company's  homes  and  other  properties;  (vi)  the timing of the completion of
construction  of  the  Company's homes and other portfolio properties; and (vii)
the  cost  and  availability  of  materials  and labor. The Company's historical
financial  performance  is  not  necessarily  a  meaningful  indicator of future
results  and,  in  particular, the Company expects its financial results to vary
from  project  to project and from quarter to quarter. In addition, although the
Company  has not previously experienced significant seasonality in its business,
management expects that the Company's increased focus on homebuilding activities
may  cause it to experience seasonal variations in its home sales as a result of
the  preference  of  homebuyers  to close new home purchases either prior to the
start  of  a  new  school  year  or  prior  to  the  end of year holiday season.


<PAGE>
RECENT  ACCOUNTING  PRONOUNCEMENTS

      In  June  1998,  the Financial Accounting Standards Board issued, SFAS No.
133,  Accounting for Derivative Instruments and Hedging Activities ("SFAS 133").
SFAS  133  establishes  accounting  and  reporting  standards  for  derivative
instruments  and  hedging  activities.  SFAS  133  requires  recognition  of all
derivative  instruments  in the statement of financial position as either assets
or  liabilities  and  the  measurement  of derivative instruments at fair value.
SFAS  133,  as  amended, is effective for all quarters in fiscal years beginning
after  June  15,  2000.  The  adoption  of  SFAS  133  is not expected to have a
material  impact  on  the  consolidated  financial  statements  of  the Company.

YEAR  2000

     The  Company's process for becoming Year 2000 ("Y2K") compliant has been to
perform an ongoing comprehensive study and review of computer hardware, software
and  systems, both internal and external, and non-computer related systems which
may  be  affected by certain computerized functions.  The Company completed this
process  in  preparation  for  Y2K  issues, prior to the end of the year.  As of
March  16,  2000,  the  Company  is  not  aware of any Y2K problem in any of our
corporate  applications,  significant  service  providers,  vendors,  suppliers,
subcontractors, financial institutions, consultants, various government agencies
or non-information technology/embedded systems.  However, the success to date of
our  Y2K  efforts  and  the  efforts of third party vendors or business partners
cannot  guarantee  that  there  will  not  be  a  material adverse effect on our
business  should  a  Y2K  problem  manifest  or  become  apparent in the future.

     The  costs  of  expected  modifications  were  estimated  to be minimal and
immaterial.  For  the  year  ended December 31, 1999, approximately $105,000 was
charged  to  expense  related  to this issue.  Remaining costs to be incurred in
2000,  if  any,  are  not  expected  to  be  material.

SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD-LOOKING  STATEMENTS

     The  foregoing  Management's Discussion and Analysis of Financial Condition
and  Results of Operations and Business sections contain certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management as well as assumptions made by and information currently available
to management.  Such forward-looking statements include, without limitation, the
Company's  expectation  and  estimates  as to the Company's business operations,
including  the  introduction  of  new products and future financial performance,
including  growth  in  revenues  and  net  income  and cash flows.  In addition,
included  herein  the  words  "anticipates," "believes," "estimates," "expects,"
"plans,"  "proposes," "hopes," "intends" and similar expressions, as they relate
to  the  Company  or  its  management,  are intended to identify forward-looking
statements.  Such  statements  reflect  the  current  views  of  the  Company's
management,  with  respect  to  future  events and are subject to certain risks,
uncertainties  and assumptions.  In addition, the Company specifically wishes to
advise readers that the factors listed under the captions "Liquidity and Capital
Resources," "Effects of Changing Prices, Inflation and Interest Rates" and other
risk  factors  including  but  not  limited  to:  the  primary dependence on the
greater  Las  Vegas  and Phoenix areas; insufficient history in geographic areas
other  than  Las  Vegas; risks of homebuilding and other real estate development
and  investments;  indebtedness; potential inability to obtain future financing;
variability,  erratic  weather conditions and seasonality of results; dependence
on  key personnel; control by current stockholders; regulatory and environmental
risks;  and  expansion  into  new  markets  could cause actual results to differ
materially from those expressed in any forward-looking statement.  Should one or
more  of  these  risks  or  uncertainties  materialize,  or  should  underlying
assumptions  prove  incorrect,  actual  results  may  vary materially from those
discussed  herein  as  anticipated,  believed,  established  or  expected.


<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is exposed to changes in interest rates primarily as a result
of  its  borrowing  activities, which includes borrowings under lines of credit.
These  lines,  along  with  cash  flow  from  operations,  are  used to maintain
liquidity  and  fund  business  operations.  The  Company  typically  replaces
borrowings  under  its  lines of credit, as necessary, with long-term fixed rate
and  shorter  termed  variable  rate financing generally secured by real estate.
The  nature  and  amount  of the Company's debt may vary as a result of business
requirements,  market conditions and other factors.  The extent of the Company's
interest rate risk is not quantifiable or predictable because of the variability
of  interest rates and business financing requirements, but the Company does not
believe such risk is material.  The Company does not currently use interest rate
derivative  instruments  to  manage  the  Company's  interest  rate  risk.

     The  table  below  presents  principal amounts and related weighted-average
interest  rates  by  year  of  maturity  for  the  Company's debt obligations at
December  31,  1999  (in  thousands):

<TABLE>
<CAPTION>
                                              YEAR ENDING DECEMBER 31,
                     ------------------------------------------------------------------------------------------
                                                                                                    FAIR VALUE
                          2000       2001       2002       2003      2004  THEREAFTER    TOTAL         1999
                     ---------  ---------  ---------  ---------  --------  ------------  ---------  -----------
<S>                  <C>        <C>        <C>        <C>        <C>       <C>           <C>        <C>
  Fixed . . . . . .  $  43,797  $   1,451  $   1,275  $      34  $      -  $      5,728  $  52,285  $    53,424
  Average int. rate      16.63%     10.13%      9.03%      9.75%        -%         8.12%     15.33%           -
  Variable. . . . .  $  59,336  $   3,644  $     532  $      76  $  2,292  $     11,395  $  77,275  $    77,275
  Average int. rate       9.66%      9.50%     12.84%     10.00%     9.84%         8.15%      9.45%           -
</TABLE>

     The  Company  does  not  utilize financial instruments for trading or other
speculative  purposes,  nor does it utilize leveraged financial instruments.  On
the  basis  of  the  fair value of the Company's market sensitive instruments at
December  31, 1999, the Company does not consider the potential near-term losses
in  future  earnings,  fair  values  and  cash  flows  from  reasonably possible
near-term  changes  in  interest  rates  to  be  material.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The information required by this item is included under Item 14. of Part IV
of  this  report  on  Form  10-K.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     On  December  9,  1998,  the  Company  dismissed  KPMG LLP as the Company's
principal  accountant and advised KPMG that they would not be engaged to conduct
the  audit  of  the  Company's  financial  statements  for the fiscal year ended
December  31,  1998.  KPMG  LLP's  reports  on  the  financial statements of the
Company  for  the  past two fiscal years ended December 31, 1997 did not contain
any  adverse  opinion  or  disclaimer  of  opinion  and were not qualified as to
uncertainty,  audit  scope  or  accounting  principles.

     During the two most recent fiscal years and the interim periods subsequent
to the Company's year ended  December 31, 1997, there have been no disagreements
with  KPMG  LLP  on  any matter of accounting principles or practices, financial
statement  disclosure,  auditing scope or procedure, or any reportable events as
defined  in  Item  304  (a) (1) (v) of Regulation S-K, except during the quarter
ended  September  30, 1998 there was a disagreement as to the proper application
of  generally  accepted accounting principles to a real estate transaction.  The
disagreement  was  ultimately  resolved  to the satisfaction of KPMG LLP without
discussion  with  the  Audit Committee of the Board of Directors of the Company.
The  Company  has  authorized  the  former  accountant  to  respond fully to the
inquiries  of  the  successor  accountant  concerning the subject matter of such
disagreement.

     The  Company provided KPMG LLP with a copy of this disclosure and requested
that KPMG LLP furnish it with a  letter addressed to the Securities and Exchange
Commission  (the  "SEC")  stating  whether it agreed or disagreed with the above
statements.  A  copy  of  KPMG LLP's letter to the SEC, dated December 16, 1998,
was  filed  as Exhibit 16 to the Company's report on Form 8-K, dated December 9,
1998.


<PAGE>
     The Company selected Deloitte & Touche, LLP as independent  accountants for
the Company's  fiscal year ended December 31, 1998 and 1999 to replace KPMG LLP.
The Company's Board of Directors  approved the selection of Deloitte and Touche,
LLP as independent  accountants upon the  recommendation  of the Company's Audit
Committee.


<PAGE>
                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

     The  following  table  sets  forth  certain information with respect to the
executive  officers  and  Directors  of  the  Company  as  of December 31, 1999:

<TABLE>
<CAPTION>
NAME                     AGE                           POSITION(S)
-----------------------  ---  -------------------------------------------------------------
<S>                      <C>  <C>
James C. Saxton . . . .   63  Chairman of the Board of Directors, Chief Executive Officer,
                              President and interim Chief Financial Officer
Douglas W. Hensley. . .   45  Executive Vice President of Corporate
                              Development and Services and  Director
Marc S. Hechter (1) . .   47  Senior Vice President of Business Affairs and Director
Michele Saxton Pori . .   31  Executive Vice President and Director
James C. Saxton II. . .   28  President/Chief Operating Officer, Nevada Operations
                              and Vice President of Information Systems
Jeffrey A. Pori . . . .   33  Vice President of Marketing
Timothy J. Adams. . . .   38  Director
Paul Eisenberg. . . . .   73  Director
Bernard J. Mikell, Jr..   61  Director
Robert L. Seale . . . .   58  Director
Robert R. Barengo (2) .   58  Director
Robert A. Hynote (2). .   48  Director
<FN>
(1)  Effective  June 9, 2000,  Mr.  Hechter  resigned  as an  employee  and as a
     Director of the Company.

(2)  Effective  April 12, 2000, Mr. Barengo and Mr. Hynote resigned as Directors
     of the Company.
</TABLE>

     James C. Saxton founded the Company in 1986 and has served as its Chairman,
Chief  Executive  Officer  and  President since its formation. For the two years
prior  to  the  formation  of  the  Company,  Mr.  Saxton  concentrated  on  the
development  in  Las  Vegas  of  privately  owned construction projects financed
through  private  investments. From 1970 to May 1984, Mr. Saxton was employed by
Intel  Corporation in various sales and management positions.  In November 1999,
Mr.  Saxton  was  appointed  interim  Chief  Financial  Officer  following  the
termination  of  the  former  Chief  Financial  Officer,  Kirk  Scherer.

     Douglas  W.  Hensley,  CPA,  has  served  as  Executive  Vice  President of
Corporate  Development  and Services since August 1998.  Prior to that time, Mr.
Hensley  had  been  the Chief Financial Officer since March 1990, Executive Vice
President  since January 1994 and a Director since June 1997. Mr. Hensley joined
the  Company  as  Corporate  Controller  in  February 1990. Prior to joining the
Company,  Mr.  Hensley  was  with  Henson,  Stewart  & Hensley, Certified Public
Accountants,  for  six  years;  the  last  three  years  as  a  partner.

     Marc  S.  Hechter  has  served as Senior Vice President of Business Affairs
since  January 1998 and a Director of the Company since June 1997, having served
from  May  1995  to January 1998 as Senior Vice President of Finance.  From July
1993  to  May  1995,  Mr.  Hechter  served  as  a director of Jayne, Hechter and
Company,  Inc.,  a  consulting  firm  providing strategic planning and financial
advice.  In  such  position, Mr. Hechter served as a financial consultant to the
Company  from  March  1994  to May 1995. Mr. Hechter served as Assistant General
Manager  of Administration for the Nevada State Industrial Insurance System from
December  1991  to  July  1993, and as Vice President of Wadhams and Associates,
Inc.  from  August 1990 to December 1991. Mr. Hechter is a past Administrator of
the  Nevada  Housing  Division.  On  May  2,  2000,  Mr.  Hechter resigned as an
employee and as a Director of the Company, to pursue higher education, with such
resignation  effective  June  9,  2000.

     Michele  Saxton  Pori,  Executive Vice President and a Director, has served
the Company in various capacities with increasing levels of responsibility since
June  1990.  The  positions  included:  planning  assistant,  planning director,
marketing  representative,  financial analyst, Vice President of Development and
as  a  Director  since  the  Company's formation.  Ms. Pori is James C. Saxton's
daughter.

     James  C. Saxton II has served as President/Chief Operating Officer, Nevada
Operations since August 1999, Vice President of Development since March 1999 and
Vice President of Information Systems for the Company since November 1997.  From
April  1995  to November 1997, Mr. Saxton served as an architect and Director of
Commercial  Projects  for  the  Company.  He  is  the  son  of  James C. Saxton.


<PAGE>
     Jeffrey A. Pori has served as Vice President of Marketing of the Company
since April 1995. Mr. Pori also serves as President of the Company's licensed
real estate brokerage subsidiary. Mr. Pori joined the Company as Leasing Manager
in April 1991 and was promoted to Director of Marketing in December 1992. Prior
to joining the Company, Mr. Pori served as  a sales representative for Nevada
Advertising  from  October  1990  to March 1991.  Mr. Pori is married to Michele
Saxton  Pori  and  is  James  C.  Saxton's  son-in-law.

     Paul  Eisenberg  has  served as a Director since June 1997 and is a retired
certified  public accountant. Prior to his retirement in 1991, Mr. Eisenberg was
a  partner in Eisenberg & Kimmell, Certified Public Accountants, for five years.

     Bernard  J.  Mikell,  Jr.  has served as a Director since June 1997 and has
been  engaged in the private practice of law, legislative advocacy and financial
consulting  since  August 1995. From July 1994 to August 1995, Mr. Mikell served
as  Senior  Vice  President,  Public  Finance for Sutro & Co. Incorporated. From
April  1991  to July 1994, Mr. Mikell was engaged in the private practice of law
and  financial  consulting.  Other  previous  positions  include Vice President,
Municipal  Finance  for Goldman, Sachs & Co., Vice President, Public Finance for
Dean  Witter Reynolds Inc. and General Counsel of the California Housing Finance
Agency.

     Robert  L.  Seale has served as a Director since June 1997 and has been the
Managing Director of Gabelli Fixed Income, LLC since January 1999.  From January
1991  through  December  1998,  Mr. Seale served as the elected Treasurer of the
state  of  Nevada.  Prior  thereto, Mr. Seale was Managing Partner of Pangborn &
Co.,  Ltd., Certified Public Accountants, from 1983 to 1989. Mr. Seale is a past
president  of  the  National  Association  of  State  Treasurers.

     Timothy  J.  Adams  has  served  as a Director since June 1997 and has been
Director of Legal, Labor Ready, Inc. since October 1999.  Mr. Adams was employed
by  the  Company  as  General Counsel from October 1996 to July 1999.  From July
1987  to  September  1996, Mr. Adams was engaged in the private practice of law,
most  recently  as a partner of Adams & Tobler, Ltd.  Mr. Adams acted as counsel
to  the  Company  from  1993  to  1999.

     Robert R. Barengo has served as a Director since June 1999 and is currently
an  attorney  engaged  in  private  practice.  Mr.  Barengo has over 25 years of
legislative  and  legal experience.  Mr. Barengo's legislative experience in the
state  of  Nevada  includes  terms  as  Speaker of the Assembly, Chairman of the
Legislative Commission, Speaker Pro Tempore, Chairman of the Judiciary Committee
and  Assemblyman.  Mr.  Barengo  was also Judge Pro-Tem for the Sparks Municipal
Court  and Reno Municipal Court from 1976 to 1995.  From 1969 to 1972 he was the
Deputy  District Attorney for Washoe County, Nevada.  Mr. Barengo also serves as
an outside director on the boards of two other publicly traded companies.  Since
1992,  he  has  been  a Director for the Riviera Holdings Corporation, a company
involved  in the hotel and casino business and a Director for American Wagering,
Inc.,  a  company  involved  primarily  in  race  and sports book management and
services.  On April 12, 2000, Mr. Barengo resigned as a Director of the Company.

     Robert  A.  Hynote has served as a Director since June 1999 and has over 20
years  in  the  finance  field and is currently Senior Vice President, Municipal
Finance  for  Lehman  Brothers,  a leading global investment bank.  From 1983 to
1999,  Mr.  Hynote  was  Vice President, Municipal Finance for Goldman Sachs and
Co.,  a  leader  in  investments,  finance and research.  From 1979 to 1983, Mr.
Hynote  was  Vice President, Municipal Finance for Dean Witter Reynolds, Inc., a
market  leader  in  securities,  investment  management,  credit  services  and
electronic  brokerage.  On April 12, 2000, Mr. Hynote resigned as a Director  of
the  Company.

     Each  Director holds office until the next annual meeting of stockholders
or until his or her successor has been elected and qualified. Officers serve at
the pleasure  of  the  Board  of  Directors.

     The  Board  of  Directors  has  established  an  Audit  Committee  and  a
Compensation  Committee.  The Audit Committee is comprised of Messrs. Eisenberg,
Mikell,  Seale  and  Hynote  with  Mr. Seale serving as chairman. On January 12,
2000,  the  Board  unanimously  approved  the  addition  of  Mr. Barengo to this
Committee  (Mr.  Barengo  subsequently  resigned as a Director of the Company on
April  12,  2000).  The Audit Committee is responsible for reviewing the audited
financial statements of the Company and making recommendations to the full Board
on  matters  concerning  the  Company's  audits and the selection of independent
public  accountants.


<PAGE>
     The  Compensation  Committee  is  comprised  of  Messrs.  Mikell, Seale and
Barengo,  as outside Directors, with Mr. Mikell serving as chairman.  On January
12,  2000,  the  Board  unanimously  approved the addition of Mr. Hynote to this
Committee  (Mr.  Hynote  subsequently  resigned  as a Director of the Company on
April  12,  2000).  The  Compensation  Committee is responsible for establishing
salaries,  bonuses  and  other compensation for the Company's executive officers
and administering the Company's Management Stock Option Incentive Plan. See Item
11.  "Executive  Compensation  -  Stock  Option  Plans - Management Stock Option
Incentive  Plan."

DIRECTOR  COMPENSATION

     Directors  do  not  currently  receive any compensation for their services,
except  that  Directors  who  are  not employees of the Company receive a fee of
$1,000  per  Board  meeting  attended  and  are  reimbursed for certain expenses
incurred  in  attending  Board  and  committee  meetings.  No fee is payable for
participation  in  Board  committee  meetings.  In  addition, such Directors are
eligible  to  participate  in  the  Company's Non-Employee Director Stock Option
Plan.  See  Item  11.  "Executive Compensation-Stock Option Plans - Non-Employee
Director  Stock  Option Plan." Directors who are employees of the Company do not
receive  additional  compensation  for  service  as  a  Director.

Section  16  (a)  Beneficial  Ownership  Reporting  Compliance

   Section  16  (a)  of  the  Securities  and  Exchange Act of 1934, as amended,
requires  the  Company's  Directors  and executive officers, and persons who own
more  than  ten  percent  of the Company's outstanding shares of Common Stock to
file  with  the  SEC  initial  reports  of  ownership  and reports of changes in
ownership  of  the Common Stock. Such persons are required by SEC regulations to
furnish  the  Company  with  copies  of  all  such  reports  they  file.

   To  the  Company's  knowledge, based solely on a review of the copies of such
reports  furnished  to  the  Company  and  written representations that no other
reports  were  required, all Section 16(a) filing requirements applicable to its
officers,  Directors  and  greater  than ten percent beneficial owners have been
satisfied,  except  that Ms. Melody J. Sullivan, Ms. Kathryn S. Wonders, Messrs.
Seale and Mikell each filed one late report, each relating, respectively, to one
transaction.

ITEM  11.  EXECUTIVE  COMPENSATION

     The  following  table  sets forth a summary of the compensation paid by the
Company in the three fiscal years ended December 31, 1999, 1998 and 1997, to the
Company's  Chief Executive Officer and each of its other most highly compensated
executive  officers  (collectively  "Named  Executive  Officers").  The  Named
Executive  Officers  include:  (i)  each  person  who  served as Chief Executive
Officer  during  1999  (one  person);  (ii)  each  person  who  (a) served as an
executive  officer at December 31, 1999, (b) was among the four most highly paid
executive  officers  of  the Company, not including the Chief Executive Officer,
during  1999,  and  (c)  received  over  $100,000  in  compensation in 1999 (two
persons);  (iii) up to two persons who would be included under clause (ii) above
had  they served as an executive officer at December 31, 1999 (two persons); and
(iv)  certain  persons  who  served as executive officers of a subsidiary of the
Company  (two  persons).


<PAGE>
SUMMARY  COMPENSATION  TABLE
<TABLE>
<CAPTION>
                                                                             LONG-TERM COMPENSATION
                                                ANNUAL  COMPENSATION               AWARDS/PAYMTS
                                     ---------------------------------------
                                                               OTHER ANNUAL   SECURITIES UNDERLYING     ALL OTHER
NAME AND PRINCIPAL POSITION          YEAR  SALARY    BONUS    COMPENSATION      OPTIONS/SARS (#)      COMPENSATION
-----------------------------------  ----  --------  -------  --------------  ----------------------  ------------
<S>                                  <C>   <C>       <C>      <C>             <C>                     <C>
James C. Saxton, Chairman,
of the Board,
President, Chief Executive
Officer and Interim Chief
    Financial Officer . . . . . . .  1999  $382,228  $     -  $           -                  -        $   2,650  (1)
                                     1998   379,827        -              -                  -           28,613  (3)
                                     1997   341,800        -              -                  -            2,204  (1)
Douglas W. Hensley, Executive
 Vice President of Corporate
 Development and Services . . . . .  1999  $ 98,052  $37,000  $      12,883                  -        $    4,425  (1)
                                     1998    88,779   31,250              -             25,000   (5)       5,484  (1)
                                     1997    80,417   33,500              -             25,000   (5)       2,204  (1)
Jeffrey A. Pori, Vice President
 of  Marketing and Commercial
 Development. . . . . . . . . . . .  1999  $ 83,750  $40,000  $           -                  -        $    4,492  (1)
                                     1998    55,538        -              -             25,000   (5)      54,342  (4)
                                     1997    39,012        -              -             25,000   (5)     128,005  (2)
Brian K. Brady, President,
 Maxim Homes, Inc.. . . . . . . . .  1999  $101,310  $     -  $      60,361(6)               -        $   29,639  (1)
                                     1998    77,083        -         59,637                  -             9,530
                                     1997       N/A      N/A            N/A                N/A               N/A
Larison P. Clark, Former President,
 Diamond Key Homes, Inc.. . . . . .  1999  $252,000  $     -  $           -           (  25,000) (7)  $        -
                                     1998    42,000        -              -              25,000  (7)           -
                                     1997       N/A      N/A            N/A                 N/A              N/A
Kirk Scherer, Former Executive
 Vice President of Finance and
 Chief Financial Officer. . . . . .  1999  $128,757  $24,000  $           -           (  20,000) (8)  $   48,757  (9)
                                     1998    35,692    2,940              -              25,000  (8)           -
                                     1997       N/A      N/A            N/A                 N/A              N/A

Timothy J. Adams, Former Vice
 President,  General Counsel
 and Secretary. . . . . . . . . . .  1999  $ 53,392  $30,000  $           -           (  20,000) (10)  $   2,374  (1)
                                     1998    82,000   70,000              -               5,000            5,484  (1)
                                     1997    80,000   40,000              -              25,000            2,204  (1)
<FN>
(1)  Represents medical insurance premiums paid.
(2)  Represents commissions paid.
(3)  Represents medical and life insurance premiums paid.
(4)  Represents commissions and medical insurance premiums paid.
(5)  Repriced options originally granted in 1997 and repriced in 1998.
(6)  Includes  $40,000  paid in 1999 and $20,361  accrued in 1999 in  connection
     with the  provisions of Mr.  Brady's  employment  agreement.  Also includes
     $27,970 in fringe  benefits  earned in 1998 and paid in 1999 and $20,361 in
     fringe benefits earned in 1999 but not paid at December 31, 1999.
(7)  Diamond Key Homes,  of which Mr. Clark was  President,  was acquired by the
     Company in November 1998. Mr. Clark's  employment was terminated  effective
     December 31, 1999, and 25,000 options held by Mr. Clark were forfeited.
(8)  Mr.  Scherer's  employment  was  terminated on November 8, 1999, and 20,000
     options held by Mr. Scherer were forfeited.
(9)  Represents  amounts paid in 1999 in connection  with the termination of Mr.
     Scherer's employment ($46,541) and accrued vacation ($2,216).
(10) Mr. Adams' employment as an employee was terminated effective July 7, 1999.
     Mr. Adams remains a Director of the Company and 20,000  options held by Mr.
     Adams were forfeited.
</TABLE>


<PAGE>
OPTION  GRANTS  IN  LAST  FISCAL  YEAR

     During  1999,  a total of 134,300 stock options were granted, none of which
were  granted  to  the  Named  Executive  Officers.

AGGREGATE  OPTION  EXERCISES  IN  FISCAL  1999 AND FISCAL YEAR-END OPTION VALUES

     The  following  table sets forth certain information concerning unexercised
stock  options  held  by  the  Named Executive Officers as of December 31, 1999:

<TABLE>
<CAPTION>
                                               NUMBER OF SHARES
                       SHARES               UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED
                      ACQUIRED                     OPTIONS              IN-THE-MONEY OPTIONS AT
                         ON      VALUE        AT FISCAL YEAR-END          FISCAL YEAR-END (1)
                                          -----------  -------------  ------------  --------------
NAME                  EXERCISE  REALIZED  EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
--------------------  --------  --------  -----------  -------------  ------------  --------------
<S>                   <C>       <C>       <C>          <C>            <C>           <C>
James C. Saxton. . .         -         -            -              -  $          -  $            -
Douglas W. Hensley .         -         -       66,447         20,000             -               -
Jeffrey A. Pori. . .         -         -       10,112         20,000             -               -
Timothy J. Adams (2)         -         -       10,000              -             -               -
Kirk Scherer (3) . .         -         -        5,000              -             -               -
Brian K. Brady . . .         -         -        3,000         12,000             -               -
<FN>
(1)  Amounts  calculated by  subtracting  the exercise price of the options from
     the value of the  underlying  Common Stock on December 31, 1999,  which was
     the  closing  market  price on December  31,  1999 of $2.65 per share.

(2)  Although  Mr.  Adams  ceased being an employee of the Company in July 1999,
     the Board allowed Mr. Adams to retain 10,000 vested  options.

(3)  Although Mr.  Scherer's  employment was  terminated in November,  1999, the
     Board allowed Mr.  Scherer to retain 5,000 vested  options,  the expiration
     dates of which were extended to November 9, 2002.
</TABLE>

     The following table sets forth certain information concerning stock options
which had been previously awarded to the Named Executive Officers and which were
repriced  during  fiscal  1998:

<TABLE>
<CAPTION>

TEN  YEAR  OPTION/SAR  REPRICINGS

                                      SECURITIES                                                            LENGTH OF
                                      UNDERLYING                                                         ORIGINAL OPTION
                                        NO. OF                                                                TERM
                                       OPTIONS/     MARKET PRICE OF     EXERCISE PRICE                      REMAINING
                                         SARS       STOCK AT TIME OF      AT TIME OF          NEW          AT DATE OF
                                     REPRICED OR      REPRICING OR       REPRICING OR       EXERCISE      REPRICING OR
NAME                     DATE        AMENDED (#)     AMENDMENT ($)      AMENDMENT ($)    PRICE ($) (1)      AMENDMENT
------------------  ---------------  ------------  ------------------  ----------------  --------------  ---------------
<S>                 <C>              <C>           <C>                 <C>               <C>             <C>
Douglas W. Hensley  January 2, 1998        25,000  $            6.875  $           8.25  $        6.875        49 months
Jeffery A. Pori. .  January 2, 1998        25,000               6.875              8.25           6.875        49 months
------------------
<FN>
(1)     Closing  price  at  January  2,  1998;  the  repricing  date.
</TABLE>

EMPLOYMENT  AGREEMENTS

     The  Company  has entered into a three-year employment agreement with James
C. Saxton, the Company's President and Chief Executive Officer, which terminates
on  March  10,  2001,  subject  to automatic one-year renewals unless either the
Company  or Mr. Saxton gives 60 days prior notice to the other of its desire not
to  renew.  Pursuant to the terms of such agreement, Mr. Saxton will be entitled
to  receive  a  base  salary of $360,000 per year, increasing each year by 3% or
such  other amount as is determined by the Board of Directors in its discretion,
and  will receive supplemental life insurance and long-term disability insurance
at  the Company's expense. Mr. Saxton will also be eligible to receive an annual
bonus  at  the  discretion of the Board of Directors. The agreement requires Mr.
Saxton  to devote his full-time attention and energies to the Company's business
and  contains  restrictive covenants pursuant to which Mr. Saxton has agreed not
to  compete  with  the  Company,  within  90  miles of any location in which the
Company  or  any affiliate is doing business, for a period of one year following
termination of his employment if such termination is the result of the Company's
termination of Mr. Saxton "for cause" (as such term is defined in the employment
agreement),  Mr.  Saxton's election not to renew the agreement at the end of any
term  thereof  or  if  Mr.  Saxton terminates the agreement for other than "good
reason"  (as  such  term  is defined in the employment agreement). The agreement
further  provides  that  if Mr. Saxton is terminated other than "for cause," Mr.
Saxton  will  be entitled to receive any unpaid compensation accrued through the
last  day of his employment together with certain severance payments. There were
no  other  material  employment  agreements  with  employees, Directors or Named
Executive  Officers  of  the  Company  at  December  31,  1999.


<PAGE>
INDIVIDUAL  STOCK  OPTION  AGREEMENTS

     In  December  1994, the Company granted options to purchase an aggregate of
127,907 shares of Common Stock to various officers and other key employees under
separate  letter  agreements,  including  options  to  purchase 61,447 shares to
Douglas W. Hensley, options to purchase 25,562 to Marc S. Hechter and options to
purchase  5,112  shares to Jeffrey A. Pori.  In 1995, options to purchase 23,497
shares  lapsed,  without  vesting,  upon  certain  employees'  termination  of
employment with the Company.  In 1998 and 1999, options to purchase 5,112 shares
and  983  shares,  respectively, lapsed upon a certain employee's termination of
employment  with  the  Company.

     The  options  granted  to  Mr.  Hensley  vested  as to 20% of the shares on
December  29,  1995  and  as  to an additional 30% of the shares on December 29,
1996.  The  remaining shares underlying Mr. Hensley's options vested on December
29,  1997.  As of December 29, 1998, 80% of the remaining options held by others
pursuant to such individual stock option grants had vested and the remaining 20%
vested  on December 29, 1999.  All such options are exercisable from the date of
vesting  through December 28, 2004, at an exercise price of $6.10 per share, the
fair  value  of the underlying shares on the date of grant, as determined by the
Board  of  Directors  in  good  faith.

STOCK  OPTION  PLANS

MANAGEMENT  STOCK  OPTION  INCENTIVE  PLAN

     On  June  30, 1997, the Company adopted a Management Stock Option Incentive
Plan (the "Option Plan") which provides for the grant of options to employees to
purchase  Common  Stock, up to a maximum of 500,000 shares. On December 7, 1998,
the Company's Board of Directors approved an increase from 500,000 to 750,000 in
number  of  shares subject to stock options under the Option Plan.  The increase
was  approved  by the stockholders at the annual meeting of stockholders in June
1999.  All  officers,  employees  (including  employees  who  are  Directors),
consultants,  advisers,  independent  contractors  and  agents  are  eligible to
receive  options  under  the  Option  Plan,  except  that only employees will be
eligible  to  receive  incentive  stock  options.  No person eligible to receive
options  under the Option Plan may receive options for the purchase of more than
an  aggregate of 25,000 shares in any year.  As of December 31, 1999, there were
397,750  options  outstanding  under  the Option Plan.  Stock options granted on
June  30,  1997  were  issued  at  an exercise price equal to the initial public
offering  price  of  $8.25 per share.  Stock options granted after June 30, 1997
were  granted  at  the  closing stock price on the grant date as reported on the
Nasdaq  Stock  Market.

     The Option Plan may be administered  by  the  Board of Directors or, in its
discretion,  by a committee of the Board of Directors appointed for that purpose
(the "Committee"), which, subject to the terms of the Option Plan, will have the
authority  in  its  sole  discretion  to  determine: (i) the individuals to whom
options  shall  be  granted;  (ii)  the  time  or  times at which options may be
exercised;  (iii)  the number of shares subject to each option, the option price
and  the  duration  of  each option granted; and (iv) all of the other terms and
conditions of options granted under the Option Plan, including the period during
which  options  may  be  exercised  following  the  optionee's  termination  of
employment  or  other  relationship  with  the  Company.  The  exercise price of
incentive  stock options granted under the Option Plan must be at least equal to
the  fair  value  of  the shares on the date of grant (110% of fair value in the
case  of  optionees  who  own  more than 10% of the combined voting power of the
Company and its subsidiaries) and may not have a term in excess of 10 years from
the  date of grant (five years in the case of optionees who own more than 10% of
the  combined voting power of the Company and its subsidiaries). These limits do
not  apply  to non-qualified options. Options granted under the Option Plan will
not  be transferable other than by will or the laws of descent and distribution.

     The  Option  Plan is of indefinite duration, however, no grant of incentive
stock  options  will  be permitted to be made under the Option Plan more than 10
years  after its date of adoption. The Board of Directors will have authority to
terminate  or  to  amend  the  Option Plan without the approval of the Company's
stockholders unless stockholder approval is required by law or by stock exchange
or  Nasdaq  Stock  Market  requirements  applicable to the Company. The Board of
Directors  or  the Committee may amend the terms of any option granted under the
Option  Plan.  No  amendment  of  any  option or amendment or termination of the
Option  Plan that impairs the rights of any holder of outstanding options may be
made  without  the  consent  of  such  holder.


<PAGE>
NON-EMPLOYEE  DIRECTOR  STOCK  OPTION  PLAN

     The Company has also adopted a Non-Employee Director Stock Option Plan (the
"Director  Plan").  The  Director  Plan  provides for the grant of non-qualified
options  to  purchase  Common  Stock  to  the  members of the Company's Board of
Directors  who  are  not employees. The maximum number of shares of Common Stock
which are available for issuance under the Director Plan is 50,000. The Director
Plan  is  administered  by  the  Board  of  Directors.

     Under the Director Plan, each person who becomes a non-employee director is
automatically  granted,  as  of  the  date of his election or appointment to the
Board of Directors, an initial option to purchase 500 shares of Common Stock. On
the  first  trading  day  of  each  April  commencing  with  April  1998,  each
non-employee  director then serving on the Board of Directors and who has served
for  at  least  three  months is granted an option to purchase an additional 500
shares of Common Stock. Options granted under the Director Plan have an exercise
price  equal  to  the  fair  value  of  the  shares on the date of grant and are
generally exercisable one year from the date of grant. Options granted under the
Director  Plan  have  a  term  of  10  years  from the date of grant and are not
transferable  other  than  by  will  or  the  laws  of descent and distribution.

     The  Director  Plan  is of indefinite duration. The Board of Directors will
have  authority  to terminate or to amend the Director Plan without the approval
of  the Company's stockholders unless stockholder approval is required by law or
by stock exchange or Nasdaq Stock Market requirements applicable to the Company.
No  such  amendment  may  impair the rights of any holder of outstanding options
without  the  consent  of  such  holder.

PROFIT  SHARING  PLAN  AND  EMPLOYEE  STOCK  OWNERSHIP  PLAN

     On December 31, 1994, the Company's predecessor established the Jim Saxton,
Inc. Profit Sharing Plan (the "Profit Sharing Plan") for its eligible employees.
On December 29, 1995, the Company adopted the Saxton Incorporated Employee Stock
Ownership Plan (the "ESOP") and Trust (the "ESOP Trust"). In connection with the
merger  of  the  Company  and  its  predecessor on December 31, 1995, the Profit
Sharing  Plan  was  merged into the ESOP and the assets of the trust established
under  the  Profit  Sharing  Plan  were  transferred  to  the  ESOP  Trust.

     An  "employee  stock  ownership  plan"  (as defined in Section 407(d)(6) of
Employee  Retirement  Income  Security Act of 1974 and Section 4975(e)(7) of the
Internal  Revenue  Code) is designed to invest primarily in "qualifying employer
securities"  of  the Company. The account balances of participants in the Profit
Sharing  Plan  transferred  to the ESOP Trust were invested by the ESOP Trust in
the  Company's  Common  Stock.  Thereafter,  the  Company  may  make  periodic
contributions  to the ESOP Trust out of its net profits in amounts determined by
the  Board of Directors, which contributions may be made in cash or in shares of
the Company's Common Stock. Amounts contributed in cash will be used to purchase
shares  of the Company's Common Stock.  As of December 31, 1999,  the ESOP Trust
held  44,142  shares  of  the  Company's  Common  Stock.

     Participants  in  the  Profit  Sharing  Plan  on  December  31,  1995  were
immediately eligible to participate in the ESOP. All other employees will become
eligible  to  participate  in  the  ESOP  on the first day of the ESOP plan year
coinciding  with  or  next following the date the employee completes one year of
service  with  the  Company,  although  eligibility to participate in the salary
deferral  feature described below may commence at an earlier date. Contributions
by the Company to the ESOP for the benefit of a participating employee will vest
over  a seven-year period of participation in the ESOP and will be held in trust
until  distributed  pursuant  to the terms of the ESOP.  The Company has made no
contribution  to  the Plan for the years ended December 31, 1997, 1998 and 1999.

     On February 16, 2000, the Board  of  Directors  unanimously  approved  the
termination  of  the  ESOP plan effective December 31, 1999.  The remaining ESOP
plan  shares  will  be  distributed  to  the  eligible participants during 2000,
pursuant  to  the  plan's  provisions.

     The  ESOP  also  includes  a salary deferral feature (the "401(k) Feature")
which,  if  activated  by  the  Company,  will  permit  employees of the Company
participating in the ESOP to defer a portion of their compensation in accordance
with  the  provisions  of  Section 401(k) of the Internal Revenue Code. Matching
contributions  by  the Company may be made in amounts and at times determined by
the  Company.  Matching  contributions  by the Company, if any, under the 401(k)
Feature  for the benefit of a participating employee will vest over a seven-year
period of participation in the ESOP and will be held in trust, together with the
participants'  deferrals,  until distributed pursuant to the terms of the 401(k)
Feature.  The  401(k)  Feature  will  be available to ESOP participants only for
those plan years which the Board of Directors of the Company determines that the
401(k)  Feature  shall  apply.


<PAGE>
LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION

     The  Company's  Articles  of Incorporation provide that, pursuant to Nevada
law,  each  Director  shall not be liable for monetary damages for breach of the
Directors'  fiduciary duty as a Director of the Company and its stockholders. In
addition,  the  Company's  Bylaws  provide  that  the Company will indemnify its
Directors  and  officers and may indemnify its employees and other agents to the
fullest  extent  permitted  by  law.  The  Company  has  also  entered  into
indemnification  agreements  with  its  officers  and  Directors.


<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth certain information as of March 16, 2000
with  respect  to  the  beneficial ownership of the Company's outstanding Common
Stock  by: (i) each person or group who was on such date the beneficial owner of
more  than  five  percent of the outstanding Common Stock; (ii) each Director of
the  Company;  (iii)  each  Named  Executive Officer; and (iv) all Directors and
executive  officers  of  the  Company  as  a  group.

<TABLE>
<CAPTION>
                                                                     SHARES         PERCENTAGE OF
                                                                  BENEFICIALLY         SHARES
NAME AND ADDRESS(1)                                               OWNED(2)(3)    BENEFICIALLY OWNED
---------------------------------------------------------------  --------------  -------------------
<S>                                                              <C>             <C>
James C. and Dorothy J. Saxton (4) . . . . . . . . . . . . . .     3,737,898            43.7%
Michele Saxton Pori  . . . . . . . . . . . . . . . . . . . . .       531,611             6.2%
Lee-Ann Saxton (5)   . . . . . . . . . . . . . . . . . . . . .       531,377             6.2%
James C. Saxton II   . . . . . . . . . . . . . . . . . . . . .       530,000             6.2%
Douglas W. Hensley (5)(6)  . . . . . . . . . . . . . . . . . .        69,638               *
Marc S. Hechter (6)(7)   . . . . . . . . . . . . . . . . . . .        31,562               *
Jeffrey A. Pori (6)    . . . . . . . . . . . . . . . . . . . .        11,608               *
Timothy J. Adams (5)(6)  . . . . . . . . . . . . . . . . . . .        10,000               *
Paul Eisenberg     . . . . . . . . . . . . . . . . . . . . . .         1,000               *
Bernard J. Mikell, Jr.   . . . . . . . . . . . . . . . . . . .         4,000               *
Robert L. Seale    . . . . . . . . . . . . . . . . . . . . . .         4,000               *
Robert R. Barengo (8)  . . . . . . . . . . . . . . . . . . . .         1,000               *
Robert A. Hynote (8)   . . . . . . . . . . . . . . . . . . . .             -               *
VOA National Housing Corporation   . . . . . . . . . . . . . .       457,142             5.4%
All Directors and executive officers as a group (12 persons)(9)    4,932,317            57.7%
---------------------------------------------------------------
<FN>
*  Less than 1%.
(1)  The  address  of each  beneficial  owner of more than five  percent  of the
     outstanding  Common  Stock is 5440 West Sahara  Avenue,  Third  Floor,  Las
     Vegas,  Nevada 89146,  except for VOA National  Housing  Corporation  whose
     address is 1660 Duke Street, Alexandria, Virginia 22314.

(2)  Unless  otherwise  noted,  sole voting and dispositive  power are possessed
     with respect to all shares of Common Stock shown.

(3)  Includes   vested  shares   allocated  to  the  account  of  the  following
     individuals  and for all Directors and executive  officers as a group under
     the Company's ESOP:  James C. Saxton - 5,798 shares;  Michele Saxton Pori -
     1,611 shares;  Lee-Ann  Saxton - 1,377  shares;  Douglas W. Hensley - 2,941
     shares,  Jeffrey A. Pori - 1,496  shares;  and all  Directors and executive
     officers as a group - 11,846 shares. ESOP participants have sole discretion
     as to voting of such allocated shares.

(4)  Includes  1,876,848  shares  beneficially  owned  by James  C.  Saxton  and
     1,770,000  shares  beneficially  owned by Mr.  Saxton's  wife,  Dorothy  J.
     Saxton, and 91,050 shares as joint tenants. Mr. and Mrs. Saxton may each be
     deemed to beneficially own the shares owned by the other.

(5)  Includes 4,319 shares owned by the Company's ESOP Trust which are allocated
     to the accounts of three ESOP  participants.  The voting of such shares may
     be directed by Lee-Ann  Saxton,  Douglas W. Hensley and Timothy J. Adams as
     members  of the ESOP  Administrative  Committee.  Ms.  Saxton  and  Messrs.
     Hensley and Adams each  disclaim  beneficial  ownership of all such shares.
     The ESOP plan was terminated in February 2000, effective December 31, 1999.

(6)  Represents   shares  which  may  be  acquired   upon  exercise  of  options
     exercisable within 60 days.

(7)  Mr.  Hechter  resigned as an employee and as a Director,  effective June 9,
     2000.

(8)  Mr. Barengo and Mr. Hynote resigned as Directors of the Company,  effective
     April 12, 2000.

(9)  Includes  1,770,000  shares  owned by Dorothy J.  Saxton and 91,050  shares
     owned by Dorothy  J.  Saxton and James C.  Saxton as joint  tenants,  as to
     which James C. Saxton may be deemed to  beneficially  own, and an aggregate
     of 121,121 shares which may be acquired by Messrs. Hensley,  Hechter, Pori,
     Adams, Eisenberg, Mikell and Seale upon the exercise of options exercisable
     within 60 days.  Excludes  shares  owned by Lee-Ann  Saxton,  who is not an
     executive officer or Director of the Company.
</TABLE>


<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Pursuant  to  an  agreement  dated  January 10, 1994, the Company agreed to
construct  and  sell  an approximately 4,420 square-foot Turtle Stop convenience
store  ("Turtle  Stop")  to  L.'M.E.D.D.,  Inc., a privately-held corporation of
which  Michele  Saxton  Pori  is a 25% stockholder ("L'MEDD"), for approximately
$1.3  million,  subject to the Company's arranging permanent financing on behalf
of  L'MEDD.  Under  the terms of the agreement, either the Company or L'MEDD had
the  right  to  terminate the agreement if permanent financing was not obtained.
Financing  was not obtained, the sale was not consummated and, on June 18, 1997,
the  Company  terminated  the  agreement.  Pursuant to a lease dated December 1,
1994,  the Company leased the property to Operations Management Group ("OMG"), a
corporation  owned  by  the  stockholders  of  L'MEDD (including Ms. Pori), on a
triple-net  basis.   Under the terms of the lease, OMG was required to pay basic
monthly  rent  of  $13,244  during  the initial lease year, adjusted annually to
reflect  increases  in the cost of living. Management believes that the terms of
the  lease with OMG are comparable to the terms which would have been negotiated
with  an unaffiliated third-party. At December 31, 1999, OMG was indebted to the
Company  in  the  aggregate  amount of approximately $405,000, which represented
delinquent  rent  and  advances by the Company to OMG for operating capital. The
Company  assisted in the operation of Turtle Stop by maintaining the store books
and  records  and providing a Company employee to train on-site personnel for no
compensation.  In  March  1998,  the Company evicted OMG from the premises after
exhaustive  efforts  to  collect  the  delinquent rent and advances. The Company
wrote-off  $405,000  during  the second quarter of 1998 for such delinquent rent
and  advances.  The  property  is  currently  vacant  and  the collection of the
receivable  is  not  probable  and accordingly, was fully reserved.  The Company
plans  to  sell the property.  Management believes that neither the property nor
its  operations  are  material  to  the  Company  as  a  whole.

     During  the  year  ended  December 31, 1997 and 1998, the Company's working
capital  needs were augmented through a number of loans from affiliated parties,
all  of  which  were  approved by a majority of the disinterested members of the
Company's  Board  of  Directors.  The  transactions  were  as  follows:

     On July 1, 1997, the Company entered into an unsecured note payable with
James Lanzilotti, a relative of the Company's President and principal
stockholder, in the amount of $466,231, bearing interest at 12.0% payable
monthly and a maturity date of July 1, 1998, which was extended to July  1,
1999.

     On August 1, 1997, the Company entered into an unsecured note payable with
Paul Eisenberg, a Director of the Company, in  the amount of $1,000,000 bearing
interest  at  12.0% payable monthly and a maturity date of August 1, 1998, which
was  extended  to August 1, 1999.  This note is guaranteed by Mr. and Mrs. James
C.  Saxton,  two  of  the  principal  stockholders  of  the  Company.

     On August 27, 1997, the Company entered into an unsecured note payable with
James  C.  Saxton,  the  Company's  President  and principal stockholder, in the
amount  of  $721,000,  bearing  interest at 18.0% payable monthly and a maturity
date  of  November  27,  1998,  which  was  extended  to  August  1,  1999.

     On September 30, 1997, the Company entered into a transaction with James C.
Saxton,  the Company's President and principal stockholder, in which the Company
sold to Mr. Saxton its interest in a joint venture for $755,000.  The book value
of  the Company's interest was $500,000 and the net gain of $255,000 is included
in  "Other  income"  on  the  consolidated statements of income. The sales price
consisted  of  an  offset  to  advances due to Mr. Saxton of $500,000 and a note
receivable  of $255,000. The note receivable bore interest at 10.25% and matured
on  September  30, 1998, at which time the receivable was used to apply to other
related party notes payable to Mr. Saxton.  The receivable is considered paid in
full  and  related  party notes payables to Mr. Saxton was reduced by a total of
$255,000.  The  $255,000  was  applied to the following two related party notes:

     On October 6, 1997, the Company entered into an unsecured note payable with
James  C.  Saxton,  the  Company's  President  and principal stockholder, in the
amount of $420,000, bearing interest at 18%, payable monthly and a maturity date
of  November  6, 1998.  The note was reduced by $166,000 from the transaction as
described  above  and  the  maturity  date  was  extended  to  August  1,  1999.

     On October 8, 1997, the Company entered into an unsecured note payable with
James  C.  Saxton,  the  Company's  President  and principal stockholder, in the
amount  of $400,000, which was paid in full in September 1998 from an offsetting
transaction  as  described  above.

     During  the  fourth  quarter of 1998, the Company's President and principal
stockholder,  James  C.  Saxton,  pledged  3,471,590  shares of Common Stock, or
approximately 44.1% of the Company's outstanding shares, at December 31, 1999 as
collateral for two personal loans to Mr.  Saxton and three loans to the Company.
Mr.  Saxton reloaned the proceeds from the two personal loans to the Company for
use in connection with the acquisition of Diamond Key.  The two notes payable to
Mr.  Saxton  aggregating  $7.6  million,  bear  interest  at 12.0% per annum and
matured  on  February 1, 2000.  The outstanding balance at December 31, 1999 was
$6.0  million.  As of December 31, 1999, the loans were in default.  The Company
understands  that  Mr.  Saxton intends to repay, in full, the loans from the two
lenders  upon  repayment  of  the  loans  he  has made to the Company.  James C.
Saxton  has  agreed to restructure his debt by consolidating his loans, into one
new  three-year loan with a principal balance equal to the existing balance plus
all  accrued  interest, with future interest reduced to 10.5%.  No payments will
be  required until November 2000 during which interest will accrued and be added
to principal.  All accrued interest is required to be paid by December 31, 2000.


<PAGE>
     During the second quarter of 1999,  the Company's Executive Vice President,
Michele  Saxton  Pori,  pledged  530,000  shares  of Common Stock or 6.9% of its
outstanding  shares  at  December  31,  1999,  as  collateral for a $1.2 million
personal loan.  Ms. Pori reloaned the proceeds to the Company.  The note payable
bears  interest  at  12.0%  per  annum  and  matured  on  February 3, 2000.  The
outstanding  balance  at December 31, 1999, was $613,000.  At December 31, 1999,
these  loans  were in default.  The Company understands that Ms. Pori intends to
repay, in full, the loan from the lender upon repayment of the loan she has made
to  the  Company.  Michele  Saxton  Pori  has  agreed to restructure her debt by
consolidating  her  loan  into  one  new  three  year  loan  with  a  principal
balance  equal  to  the existing  balance  plus  all  accrued  interest, with
future interest reduced to 10.5%.   No  payments  will be required until
November 2000 during which interest will  accrued and be added to principal.
All accrued interest is required to be paid  by  December  31,  2000.

     On November 15, 1999, (the first  anniversary of the closing of the Diamond
Key  acquisition),  in connection  with the purchase of Diamond Key, the Company
issued  146,391  shares of the Company's  Common Stock to Larison P. Clark.  The
Company was also obligated to pay Mr. Clark $1.0 million in cash on November 15,
1999. The Company has paid Mr. Clark $300,000  through December 31, 1999 and the
remainder  was recorded as a note payable for $700,000  with an interest rate of
18.0% per annum, due on May 3, 2000, of which $225,000 was paid in 2000.

     In  the future, transactions with affiliates of the Company are anticipated
to  be  minimal.  The Company will continue to require approval by a majority of
the Board of Directors, including a majority of the disinterested members of the
Board  of  Directors  and will be made on terms no less favorable to the Company
than  could  be  obtained  from  unaffiliated  third  parties.


<PAGE>
                                     PART IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENTS,  SCHEDULES  AND REPORTS ON FORM 8-K

(a)     Certain  documents  filed  as  part  of  Form  10-K.

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .  F-3
Consolidated Statements of Operations for the years ended December 31, 1997, 1998 and 1999 . . . . .  F-4

Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1998 and 1999  F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 . . . . .  F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-8
Former Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-32
</TABLE>



(b)  Reports on Form 8-K. The following reports on Form 8-K were filed during or
     dated for the last  quarter of fiscal year ended  December 31, 1999 and for
     the period between December 31, 1999 and the date hereof:

     Form 8-K dated  November 8, 19999 and filed on November 12, 1999  reporting
     termination of Chief Financial Officer (Item 5).

     Form 8-K/A dated  November 8, 1999 and filed on December 20, 1999  relating
     to press  release  with  respect to  agreement  reached  with former  Chief
     Financial Officer (Item 5).

     Form 8-K dated and filed on March 24, 2000  relating to press  release with
     respect to pending fourth quarter loss issued on March 23, 2000. (Item 5).

     Form 8-K dated  April  12,  2000 and filed on April  24,  2000  related  to
     resignation of two directors,  non-timely filing of Form 10-K and potential
     delisting from Nasdaq. (Item 5).

     Form 8-K  dated  April  27,  2000 and  filed  May 8,  2000  related  to the
     resignation of a director and the Chief Accounting Officer. (Item 5).

     Form 8-K dated May 5, 2000 and filed May 9, 2000  related to an  additional
     Nasdaq delisting notification. (Item 5).


 (c)     Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER  REF.     DESCRIPTION
------  ---  --------------------------------------------------------------------------------------
<C>     <C>  <S>

   2.1  (1)  Plan of Merger between Jim Saxton, Inc. and the Company, dated December 26,
             1995, as filed with Nevada Secretary of State on December 29, 1995
   2.2  (1)  Reorganization documents
   3.1  (1)  Articles of Incorporation of the Company
   3.2  (1)  Articles of Merger merging Jim Saxton, Inc. into the Company, as filed with
             Nevada Secretary of State on December 29, 1995
   3.3  (1)  Bylaws of the Company, as amended
   4.1  (1)  Specimen Common Stock Certificate
   4.2  (1)  Form of Representatives' Warrants
   4.3  (1)  Form of Saxton Warrants
  10.1  (1)  Saxton Incorporated Employee Stock Ownership Plan and Trust adopted December 29, 1995
10.1.1  (1)  Amendment to Saxton Incorporated Employee Stock Ownership
             Plan and Trust, adopted December 10, 1996
  10.2  (1)  Management Stock Option Incentive Plan
  10.3  (1)  Non-Employee Stock Option Plan
  10.4  (1)  1994 Stock Option Agreement between the Company and Douglas W. Hensley
  10.5  (1)  Employment Agreement between the Company and James C. Saxton, dated March 10, 1997
  10.6  (1)  Form of Indemnification Agreement between the Company and each Director
               and officer of the Company
  10.7  (1)  Tax Indemnification Agreement between the Company and each of James C.
              Saxton, Dorothy J. Saxton, Michele Saxton Pori, Lee-Ann Saxton and James C. Saxton II
  10.8  (1)  Indemnification Agreement regarding liability on Company loans between
              the Company and James C. Saxton and Dorothy J. Saxton
  10.9  (1)  Revolving line of Credit Facility between the Company and Key Bank
 10.10  (2)  Line of credit agreement between the Company and Key Bank dated January 9, 1998
 10.11  (3)  Agreement and Plan of Merger dated as of March 20, 1998 by and among
              Saxton Incorporated, MIKA Max, Inc., Brian K. Brady and Maxim Homes, Inc.
 10.12  (3)  Employment Agreement dated as of March 20, 1998 between Maxim Homes, Inc.
              and Brian K. Brady
 10.13  (4)  Stock and Membership Interest Purchase Agreement dated as of October 7, 1998 by
             and among Saxton Incorporated, Diamond Key Homes, Inc., Diamond Key
             Construction LLC, Larison P. Clark and Lisa B. Clark
 10.14  (5)  Amendment to Purchase Agreement dated as of October 7, 1998
 10.15  (6)  Letter to SEC from KPMG LLP dated December 16, 1998
 10.16  (7)  Promissory Note dated October 14, 1998 between the Company and James C. Saxton
 10.17  (7)  Promissory Note dated November 5, 1998 between the Company and James C. Saxton
 10.18  (7)  Employment Agreement dated as of November 13, 1998 between Diamond
             Key Homes, Inc. and Larison P. Clark
 10.19  (8)  Amendment to Employment Agreement dated December 6, 1999 between
             Diamond Key Homes, Inc. and Larison P. Clark.
 10.20  (8)  Purchase Agreement dated January 12, 2000, between VOA National
              Housing Corporation and Saxton Incorporated
  21.1  (8)  List of subsidiaries of the Company
  23.1  (8)  Former Independent Auditors' Consent on Form S-8
  23.2  (8)  Independent Auditors' Consent on Form S-8
    27  (8)  Financial Data Schedule
    99  (2)  Independent Auditors' Report - KPMG LLP dated March 24, 1998
<FN>
(1)     Filed  as  part  of  the  Company's Registration Statement on Form S-1 (file No. 333-23927)
        originally  filed  on  June  24,  1997  and  incorporated  herein  by  reference.
(2)     Filed  as  part  of  Form 10-K for the fiscal year ended December 31, 1997 and incorporated
        herein  by  reference.
(3)     Filed  as  part  of  Form 8-K dated March 20, 1998, filed on April 6, 1998 and incorporated
        herein  by  reference.
(4)     Filed as part of Form 8-K dated October 8, 1998, filed on October 28, 1998 and incorporated
        herein  by  reference.
(5)     Filed  as  part of Form 8-K dated and filed on November 20, 1998 and incorporated herein by
        reference.
(6)     Filed  as  part  of  Form  8-K  dated  December  9,  1998,  filed  on December 16, 1998 and
        incorporated  herein  by  reference.
(7)     Filed  as  part  of  Form 10-K for the fiscal year ended December 31, 1998 and incorporated
        herein  by  reference.
(8)     Filed  herewith.
</TABLE>

     (d)     Financial  Statement  schedules  required  by  Regulation  S-X.

No  financial  statement  schedules  are  included because of the absence of the
conditions  under which they are required or because the information is included
in  the  financial  statements  or  the  notes  hereto.


<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section 13 or 15 (d) of the Securities
Exchange  Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, there unto duly authorized as of May
16,  2000.

                                             SAXTON INCORPORATED
                                             ----------------------------------
                                             (Registrant)

                                             By:  /s/ James C. Saxton
                                             James C. Saxton,
                                             Chairman of the Board of Directors,
                                             President,
                                             Chief Executive Officer,
                                             Interim Chief Financial Officer
                                             and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has  been  signed  below by the following persons on behalf of the
Registrant  and  in  the  capacities  and  the  dates  indicated.

<TABLE>
<CAPTION>
Signature                                    Title                         Date
-------------------------  ------------------------------------------  ------------
<S>                        <C>                                         <C>
/s/ James C. Saxton        Chairman of the Board of                    May 16, 2000
-------------------------
James C. Saxton            Directors, President, Chief Executive
                           Officer, Interim Chief Financial Officer
                           and Director (Principal Executive Officer)

/s/ Douglas W. Hensley     Executive Vice President, Development       May 16, 2000
-------------------------
Douglas W. Hensley         Corporate Services and Director

/s/ Marc S. Hechter        Senior Vice President of Business           May 16, 2000
-------------------------
Marc S. Hechter            Affairs and Director

/s/ Kathryn Wonders        General Counsel                             May 16, 2000
-------------------------
Kathryn Wonders

/s/ Michele Saxton Pori    Executive Vice President and                May 16, 2000
-------------------------
Michele Saxton Pori        Director


/s/ Melody J. Sullivan     Vice President, Chief Accounting Officer    May 16, 2000
-------------------------
Melody J. Sullivan         (Principal Accounting Officer)

/s/ Paul Eisenberg         Director                                    May 16, 2000
-------------------------
Paul Eisenberg

/s/Bernard J. Mikell, Jr.  Director                                    May 16, 2000
-------------------------
Bernard J. Mikell, Jr.

/s/ Robert L. Seale        Director                                    May 16, 2000
-------------------------
Robert L. Seale

/s/ Timothy J. Adams       Director                                    May 16, 2000
-------------------------
Timothy J. Adams
</TABLE>


<PAGE>
                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999 . . . . . . . . . . . . .  F-3
Consolidated Statements of Operations for the years ended December 31, 1997, 1998
  and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997,
  1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998 and
  1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . .  F-8
Former Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . .  F-32
</TABLE>


                                       F-1

<PAGE>
INDEPENDENT  AUDITORS'  REPORT

The  Board  of  Directors  and  Stockholders  of
Saxton  Incorporated
Las  Vegas,  Nevada

     We  have  audited  the  accompanying  consolidated balance sheets of Saxton
Incorporated  and subsidiaries (the "Company") as of December 31, 1999 and 1998,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  consolidated  financial  statements based on our audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in  the United States of America. Those standards require that we plan
and  perform  the  audits  to  obtain  reasonable  assurance  about  whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

     In  our  opinion, such consolidated financial statements present fairly, in
all  material respects, the financial position of the Company as of December 31,
1999  and  1998,  and the results of its operations and its cash flows for years
then  ended,  in conformity with accounting principles generally accepted in the
United  States  of  America.

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  that  the  Company  will continue as a going concern.  As discussed in
Note  1  to the consolidated financial statements, the Company has experienced a
slowdown  of  construction  in  the  fourth  quarter  of  1999  and  a  halt  of
construction in Nevada and Utah in the first quarter of 2000, primarily due to a
shortage  of  available  cash  flow.  The  Company  presently  is  unable to pay
interest or principal amounts outstanding on notes payable and all notes payable
were  in default at December 31, 1999.  The Company's difficulties in generating
sufficient  cash  flow  and  making  required  principal  and  interest payments
discussed  in  Note 1 raise substantial doubt about its ability to continue as a
going  concern.  Management's plan in regard to these matters are also described
in  Note  1.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

Deloitte  &  Touche  LLP

Las  Vegas,  Nevada
May 12, 2000


                                        F-2
<PAGE>
                               SAXTON INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                            -------------------------
                                                                                1998          1999
                                                                            -------------  ----------
ASSETS
<S>                                                                         <C>            <C>
Real estate properties (all held for sale at December 31, 1999):
  Operating properties, net of accumulated depreciation. . . . . . . . . .  $      23,117  $   28,215
  Properties under development . . . . . . . . . . . . . . . . . . . . . .         79,418      89,974
  Land held for future development or sale . . . . . . . . . . . . . . . .          1,349      13,436
                                                                            -------------  -----------
          Total real estate properties . . . . . . . . . . . . . . . . . .        103,884     131,625
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .          1,331       6,268
Due from Tax Credit Partnerships (held for sale at December 31, 1999). . .         31,997      12,587
Construction contracts receivable, net of allowance for doubtful accounts
  of  $403 and $100 at December 31, 1998 and 1999, respectively. . . . . .          8,773       2,451
Costs and estimated earnings in excess of billings on uncompleted
  contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,618         760
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,000         936
Investments in joint ventures (held for sale at December 31, 1999) . . . .          3,577       3,249
Due from related parties . . . . . . . . . . . . . . . . . . . . . . . . .            154          26
Goodwill, net of accumulated amortization of $151 and $734 at
 December 31, 1998 and 1999, respectively. . . . . . . . . . . . . . . . .          7,877       7,251
Deferred tax asset, net. . . . . . . . . . . . . . . . . . . . . . . . . .             74       1,604
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .          9,710       6,271
                                                                            -------------  -----------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .  $     170,995  $  173,028
                                                                            =============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .  $      24,892  $   27,576
Tenant deposits and other liabilities. . . . . . . . . . . . . . . . . . .          6,295       7,357
Billings in excess of costs and estimated earnings on uncompleted
  contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            181         220
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         88,306     117,763
Notes payable to related parties . . . . . . . . . . . . . . . . . . . . .         12,016      10,103
Capital lease obligations. . . . . . . . . . . . . . . . . . . . . . . . .          1,118       1,041
                                                                            -------------  -----------
          Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .        132,808     164,060
                                                                            -------------  -----------

Commitments and contingencies (notes 11, 12, 13, and 21)

Stockholders' equity:
  Common stock, $.001 par value, authorized 50,000,000 shares,
    issued and outstanding 7,732,922 shares at December 31, 1998 and
 7,879,313 at shares at December 31, 1999. . . . . . . . . . . . . . . . .              8           8
  Preferred stock, $.001 par value, authorized 5,000,000 shares;
     no shares issued and outstanding. . . . . . . . . . . . . . . . . . .              -           -
  Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . .         21,482      22,482
  Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . .         16,697   (  13,522)
                                                                            -------------  -----------
          Total stockholders' equity . . . . . . . . . . . . . . . . . . .         38,187       8,968
                                                                            -------------  -----------

          Total liabilities and stockholders' equity . . . . . . . . . . .  $     170,995  $  173,028
                                                                            =============  ===========
</TABLE>


          See accompanying notes to consolidated financial statements.
                                        F-3

<PAGE>
                               SAXTON INCORPORATED
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                             -------------------------------------
                                                                1997         1998         1999
                                                             -----------  -----------  -----------
Revenue:
Construction revenue, including Tax Credit
Partnership ("TCP") construction revenue of $21,526,
34,345 and $15,756 for the years ended 1997,
<S>                                                          <C>          <C>          <C>
   1998 and 1999, respectively. . . . . . . . . . . . . . .  $    31,707  $    51,524  $   16,621
 Sales of homes . . . . . . . . . . . . . . . . . . . . . .       11,058       27,634     102,713
 Sales of commercial properties . . . . . . . . . . . . . .       11,540        7,823       4,901
 Rental revenue . . . . . . . . . . . . . . . . . . . . . .        3,583        3,515       3,532
 Other revenue. . . . . . . . . . . . . . . . . . . . . . .        1,508        1,676       2,365
                                                             -----------  -----------  -----------
     Total revenue. . . . . . . . . . . . . . . . . . . . .       59,396       92,172     130,132
                                                             -----------  -----------  -----------

Cost of revenue:
 Cost of construction, including TCP cost of construction
   of $17,315, $25,782, and $13,230 for the years ended
   1997, 1998 and 1999, respectively. . . . . . . . . . . .       26,981       40,863      18,986
 Write down of TCP's to fair value. . . . . . . . . . . . .            -            -      25,305
 Cost of homes sold . . . . . . . . . . . . . . . . . . . .       10,139       23,754      93,014
 Cost of commercial properties sold . . . . . . . . . . . .        7,127        7,710       6,917
 Rental operating cost. . . . . . . . . . . . . . . . . . .          724          815       1,040
                                                             -----------  -----------  -----------
     Total cost of revenue. . . . . . . . . . . . . . . . .       44,971       73,142     145,262
                                                             -----------  -----------  -----------

 Gross profit (loss)                                              14,425       19,030    ( 15,130)
                                                             -----------  -----------  -----------
 General and administrative expenses. . . . . . . . . . . .        2,746        5,042      10,721
 Depreciation and amortization. . . . . . . . . . . . . . .        1,393        1,687       2,362
                                                             -----------  -----------  -----------
     Operating income (loss)                                      10,286       12,301    ( 28,213)
                                                             -----------  -----------  -----------

Other income (expense):
 Interest expense, net of interest income of $985, $1,105
   and $843 for the years ended December 31, 1997,
   1998 and 1999 respectively                                  (  2,101)    (  1,232)    (  4,487)
 Joint venture earnings (loss)                                        16        ( 25)         (37)
                                                             -----------  -----------  -----------
     Total other expense                                        ( 2,085)     ( 1,257)      (4,524)
                                                             -----------  -----------  -----------
     Income (loss) before provision  (benefit) for
     Income taxes                                                  8,201       11,044   (  32,737)
Provision (benefit) for income taxes                               2,350        3,313      (2,518)
                                                             -----------  -----------  -----------
     Net income (loss)                                       $     5,851  $     7,731  $(  30,219)
                                                             ===========  ===========  ===========

Earnings (Loss) Per Common Share:

Basic
-----------------------------------------------------------

Net income (loss)                                            $      0.92  $      1.01  $   ( 3.90)
                                                             ===========  ===========  ===========
Weighted-average number of common shares outstanding. . . .    6,341,879    7,656,189   7,751,772
                                                             ===========  ===========  ===========

Diluted
-----------------------------------------------------------
Net income (loss)                                            $      0.92  $      1.01  $   ( 3.90)
                                                             ===========  ===========  ===========
Weighted-average number of common shares
 outstanding assuming dilution. . . . . . . . . . . . . . .    6,363,219    7,674,119   7,751,772
-----------------------------------------------------------  ===========  ===========  ===========
</TABLE>


                    See accompanying notes to consolidated financial statements.
                                               F-4

<PAGE>
                                    SAXTON INCORPORATED
                                     AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        Years ended December 31, 1997, 1998 and 1999
                                      (in thousands)
<TABLE>
<CAPTION>
                                                           ADDITIONAL    RETAINED
                                      SHARES     COMMON     PAID-IN      EARNINGS    PARTNERS'
                                    OUTSTANDING   STOCK     CAPITAL     (DEFICIT)     CAPITAL      TOTAL
                                    -----------  -------  ------------  ----------  -----------  ----------
<S>                                 <C>          <C>      <C>           <C>         <C>          <C>
Balance at January 1, 1997 . . . .        4,950  $     5  $      1,014  $   5,100   $       172  $   6,291
Stock issued to Employee Stock
 Ownership Plan. . . . . . . . . .           10        -             7       (  7)            -          -
Contributions. . . . . . . . . . .            -        -             -          -           819        819
Distributions. . . . . . . . . . .            -        -             -          -     (  2,321)   (  2,321)
Purchase of partnership interests.            -        -             -          -     (    648)   (    648)
Issuance of common stock
 in connection with initial
 public offering . . . . . . . . .        2,275        3        17,320          -             -     17,323
Costs charged against the proceeds
 of the initial public offering. .            -        -     (  2,321)          -             -   (  2,321)
Issuance of 400,000 common
 stock warrants. . . . . . . . . .            -        -         1,000          -             -      1,000
Issuance of common stock for
 retirement of debt. . . . . . . .          384        -         3,650          -             -      3,650
Net income . . . . . . . . . . . .            -        -             -      3,873         1,978      5,851
                                    -----------  -------  ------------  ----------  -----------  ----------
Balance at December 31, 1997.. . .        7,619        8        20,670      8,966             -     29,644
Stock issued in connection
 with acquisition of Maxim
 Homes, Inc. . . . . . . . . . . .           42        -           338          -             -        338
Stock issued in connection
 with acquisition of Diamond Key
 Homes, Inc. . . . . . . . . . . .           72        -           474          -             -        474
Net income . . . . . . . . . . . .            -        -             -      7,731             -      7,731
                                    -----------  -------  ------------  ----------  -----------  ----------
Balance at December 31, 1998 . . .        7,733        8        21,482     16,697             -     38,187
Stock issued in connection with
 acquisition of Diamond Key
 Homes, Inc. . . . . . . . . . . .          146        -         1,000          -             -      1,000
Net loss . . . . . . . . . . . . .            -        -             -    (30,219)            -    (30,219)
                                    -----------  -------  ------------  ----------  -----------  ----------
Balance at December 31, 1999 . . .        7,879  $     8  $     22,482  $ (13,522)  $         -  $   8,968
                                    ===========  =======  ============  ==========  ===========  ==========
</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>
                               SAXTON INCORPORATED
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                          YEARS  ENDED DECEMBER 31,
                                                                   ---------------------------------------
                                                                      1997         1998          1999
                                                                   -----------  -----------  -------------
<S>                                                                <C>          <C>          <C>
Cash flows from operating activities:
-----------------------------------------------------------------
 Net income (loss)                                                 $    5,851   $    7,731   $(    30,219)
 Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
   Depreciation and amortization. . . . . . . . . . . . . . . . .       1,393        1,687           2,362
   Write down of TCP's. . . . . . . . . . . . . . . . . . . . . .           -            -          25,305
   Gain on sales of commercial properties                            (  4,413)      (  475)        (  906)
   Bad debt expense . . . . . . . . . . . . . . . . . . . . . . .           8          442           1,269
   Joint venture (earnings) losses.                                     (  16)          25              37
   Changes in operating assets and liabilities:
     Decrease (increase) in Due from Tax Credit
     Partnerships (held for sale at December 31, 1999)               (  1,182)   (  14,600)      (  4,066)
     Decrease (increase) in Construction contracts receivable        (  2,078)    (  6,165)         6,308
     Decrease (increase) in Costs and estimated earnings
       in excess of billings on uncompleted contracts . . . . . .    (  1,597)       1,497          1,858
     Increase in real estate properties (held for sale at
       December 31, 1999) . . . . . . . . . . . . . . . . . . . .   (  11,094)   (  46,338)     (  32,153)
     Increase in Goodwill                                                   -     (  7,877)              -
     Decrease (increase) in Deferred tax asset, net                        60           20       (  1,530)
     Decrease (increase) in Prepaid expenses and other assets        (  3,473)      10,158          2,543
     Increase in Accounts payable and accrued expenses. . . . . .         831       13,516         (2,912)
     Increase (decrease) in Billings in excess of costs and
       estimated earnings on uncompleted contracts. . . . . . . .       1,373     (  1,610)            39
     Increase in Tenant deposits and other liabilities. . . . . .       1,867        6,115          1,062
                                                                   -----------  -----------  -------------
       Net cash used in operating activities. . . . . . . . . . .     (12,470)     (35,874)      ( 31,003)
                                                                   -----------  -----------  -------------
Cash flows from investing activities:
-----------------------------------------------------------------
 Expenditures for property acquisitions and improvements             (  7,002)     (14,168)        (  358)
 Proceeds from Sales of commercial properties . . . . . . . . . .       9,360        4,983           4,901
 Increase in Notes receivable from related parties                     (  574)      (  102)             46
 Payments on Due from related parties . . . . . . . . . . . . . .          71           56              65
 Increase in Notes receivable                                        (  1,673)      (  792)      (  1,272)
 Payments from Notes receivable . . . . . . . . . . . . . . . . .       1,108        2,672               4
 Distribution from and (capital contributions to) joint ventures     (  2,254)           -       (  1,110)
 Cash paid to acquire net assets of Maxim Homes, Inc. and
   Diamond Key Homes, Inc.. . . . . . . . . . . . . . . . . . . .           -      (11,669)              -
                                                                   -----------  -----------  -------------
       Net cash (used in) provided by investing activities. . . .        (964)     (19,020)          2,276
                                                                   -----------  -----------  -------------
Cash flows from financing activities:
-----------------------------------------------------------------
 Proceeds from issuance of Notes payable. . . . . . . . . . . . .      43,148       99,933         124,616
 Principal payments on Notes payable and capital
      lease obligations                                               (40,760)   (  52,394)     (  95,236)
 Proceeds from Notes payable to related parties                         3,006        8,478           1,819
 Payments on Notes payable to related parties                        (  2,757)    (    902)     (   2,732)
 Increase in outstanding checks in excess of deposits . . . . . .           -            -           5,197
 Payments to purchase partnership interests                          (  2,804)           -               -
 Payments on subordinated dividend notes                             (  2,700)           -               -
 Capital contributions from partners  . . . . . . . . . . . . . .         819            -               -
 Net proceeds from the issuance of common stock   . . . . . . . .      17,323            -               -
 Distributions paid to partners                                        (2,321)           -               -
                                                                   -----------  -----------  -------------
       Net cash provided by financing activities. . . . . . . . .      12,954       55,115          33,664
                                                                   -----------  -----------  -------------
       Net (decrease) increase in cash and cash equivalents . . .      (  480)         221           4,937
Cash and cash equivalents:
 Beginning of year. . . . . . . . . . . . . . . . . . . . . . . .       1,590        1,110           1,331
                                                                   -----------  -----------  -------------
 End of year. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,110   $    1,331   $       6,268
                                                                   ===========  ===========  =============
</TABLE>


          See accompanying notes to consolidated financial statements.
                               SAXTON INCORPORATED
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                 (in thousands)

<TABLE>
<CAPTION>


                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                                1997    1998    1999
                                                               ------  ------  ------
<S>                                                            <C>     <C>     <C>
Supplemental disclosure of cash flow information:
-------------------------------------------------------------
 Cash paid during the year for interest, net of
   amounts capitalized. . . . . . . . . . . . . . . . . . . .  $3,192  $4,024  $1,735
                                                               ======  ======  ======
 Cash paid during the year for income taxes . . . . . . . . .  $1,395  $4,947  $1,600
                                                               ======  ======  ======

Non-cash financing and investing activities:
-------------------------------------------------------------
 Properties sold in exchange for notes receivable . . . . . .  $2,180  $    -  $    -
                                                               ======  ======  ======
 Capital lease obligations recorded in connection with
   equipment acquisitions . . . . . . . . . . . . . . . . . .  $  179  $  120  $  144
                                                               ======  ======  ======
 Common stock issued to retire subordinated dividend
   notes. . . . . . . . . . . . . . . . . . . . . . . . . . .  $3,650  $    -  $    -
                                                               ======  ======  ======
 Warrants for common stock issued to reduce
   subordinated dividend note obligations . . . . . . . . . .  $1,000  $    -  $    -
                                                               ======  ======  ======
 Amounts due from related parties offset against
   subordinated dividend notes in satisfaction of the
   respective obligations . . . . . . . . . . . . . . . . . .  $  727  $    -  $    -
                                                               ======  ======  ======
 Common stock issued to acquire net assets of
   Maxim Homes, Inc.. . . . . . . . . . . . . . . . . . . . .  $    -  $  338  $    -
                                                               ======  ======  ======
 Recognition of revenue for the prior sale of a commercial
   property which was subject to certain conditions . . . . .  $    -  $2,834  $    -
                                                               ======  ======  ======
 Amounts due from related parties applied to notes payable to
   related parties. . . . . . . . . . . . . . . . . . . . . .  $    -  $  255  $    -
                                                               ======  ======  ======
 Common stock issued to acquire net assets of
      Diamond Key Homes, Inc. . . . . . . . . . . . . . . . .  $    -  $  474  $1,000
                                                               ======  ======  ======


</TABLE>


         See accompanying notes to consolidated financial statements.
<PAGE>
                               SAXTON INCORPORATED
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1997, 1998 AND 1999

(1)  ORGANIZATION

     The  accompanying  consolidated  financial statements present the financial
position  and  results of operations and cash flow of the Company, including the
accounts  of  Saxton  Incorporated,  formerly  Jim  Saxton,  Inc. ("JSI"), seven
general  partnerships,  three  limited  partnerships  and  nine  wholly-owned
corporations,  Big  Tyme  Food  Marts,  Inc.  ("Big  Tyme"),  Nevada  Housing
Opportunities  Manager,  LLC,  RealNet  Commercial  Brokerage  Inc.,  Chancellor
Capital,  Tonopah  Manager,  Inc., Levitz Plaza Manager, Inc., Maxim Homes, Inc.
("Maxim"),  HomeBanc  Mortgage  Corporation, Diamond Key Homes Inc., Diamond Key
Construction,  LLC  ("Diamond  Key")  and  all  the partnerships included in the
combination  (predecessor  partnerships)  which  are, or were before the initial
public  offering  (as  defined  below)  under  the  common  management of Saxton
Incorporated  or  executive  officers  of Saxton Incorporated. Such consolidated
group  is  collectively  referred  to  as "Saxton Incorporated and Subsidiaries"
("Saxton" or the "Company"). After the Company's initial public offering in June
1997,  the  Company  owned  100%  of the economic interests in the partnerships.
Therefore,  the  partnerships were dissolved by operation of law and all assets,
subject  to  all  liabilities,  of  such  partnerships  were  transferred to the
Company.  All  significant  intercompany  balances  and  transactions  have been
eliminated  in  consolidation.

Basis  of  Accounting

     The  accompanying consolidated financial statements have been prepared on a
going  concern basis.  The Company has experienced a slowdown of construction in
the  fourth quarter of 1999 and a halt of construction in Nevada and Utah in the
first  quarter of 2000 primarily, due to a shortage of available cash flow.  The
Company  presently is unable to pay interest or principal amounts outstanding on
notes  payable  and all notes payable were in default at December 31, 1999.  The
Company  is  currently  negotiating with lenders to for bear receiving principal
and  interest  or  otherwise  restructure  the  terms thereof.  In the event the
Company  is  unable  to  successfully  renegotiate  an  appropriate  period  of
forbearance  or  other  satisfactory  restructuring  of  the  outstanding  notes
payable,  the  lenders  thereunder  have  the  right  to accelerate the loan and
exercise  their  remedies  under  the  note agreements, including foreclosure of
their  security  interest  in  the  Company's  assets.  The aforementioned facts
and circumstances have raised substantial doubt that the Company will be able to
continue  as a going concern and, therefore, may be unable to realize its assets
and discharge its liabilities in the normal course of business.

     The inadequate cash flow problem was due to several factors, including: the
purchase  of Diamond Key Homes in November 1998 for approximately $12.9 million,
$10.9  million in cash, a portion of which was borrowed funds; purchases of land
in  Utah  in  the  first  and third quarters of 1999 for $4.5 million, which the
Company purchased using a combination of high interest rate, short term debt and
funds intended for working capital and other purposes, and for which the Company
was  unable  to  obtain  permanent  replacement financing on satisfactory terms;
over-expansion;  and  the Company's failure to adequately monitor and manage its
cash  flow.

     In the first quarter of 2000,  the Company hired  outside  consultants  and
legal expertise to assist in formulating and negotiating a workout business plan
(the  "Workout  Plan").  The key  elements of the Workout Plan are: to establish
adequate  cash  management  controls and to accelerate  the  retirement of debt,
especially higher interest rate debt, by raising additional capital from sources
other than the sale of homes,  such as the sale of land held for development and
for sale and operating properties,  and to negotiate forbearance agreements with
the lenders.  The Company  believes that the proposed Workout Plan will help the
Company focus on operations,  including  improved cash management and monitoring
of cash flows and completion of construction and sales of existing projects. See
Note 24 for subsequent events.

     Although the Company  believes that the Workout Plan will allow the Company
to avoid filing,  or being forced into,  bankruptcy,  there can be no assurances
that  the  Workout  Plan  will  be  approved  by  the  Company's  creditors  and
subcontractors  or, that if approved,  the Company will be able to  successfully
take the steps necessary under the Workout Plan to avoid filing, or being forced
into,  bankruptcy.  The accompanying financial statements  do  not  include  any
adjustments related to the recoverability and classification of recorded  assets
or  its  classifications  of recorded liabilities that might be necessary should
the Company be unable to continue as a going concern.

Initial  Public  Offering

     On  June  24,  1997, the Company completed its initial public offering (the
"Offering")  of  2,275,000  shares  of Common Stock at $8.25 per share.  The net
proceeds  of approximately $17.3 million were used as follows:  (i) $8.1 million
to  repay  indebtedness,  of  which $3.4 million represented indebtedness to the
Company's  principal  stockholders  and $1.7 million represented indebtedness to
other related parties, (ii) $5.6 million to acquire land for future development,
(iii)  $2.8  million to acquire the interests of various third-party partners in
certain  properties  and  (iv) approximately $800,000 for development activities
and  general  corporate purposes. Deferred offering costs in connection with the
Offering  were  charged  to  Stockholders'  Equity.


<PAGE>
     Concurrently  with the closing of the Offering, certain stockholders of the
Company  (the  "Contributing  Stockholders")  contributed  their  partnership
interests  in  certain  properties  to  the  Company.  In  addition,  certain
obligations  to  the  Contributing  Stockholders  represented  by  subordinated
dividend  notes  (the  "Notes")  were  satisfied  as follows:  (i) approximately
$700,000 of outstanding amounts due to the Company by the principal stockholders
were offset against the Notes, (ii) $3.7 million was repaid through the issuance
by  the  Company  of  384,256  shares of Common Stock and (iii) $1.0 million was
repaid  through  the  issuance  by the Company of warrants for 400,000 shares of
Common  Stock  which  lapsed  unexercised.

     Concurrently  with  the  sale  of these shares in the Offering, the Company
consummated  a  1  for  0.51312  reverse  stock  split  and  effected  a plan of
reorganization.  All  share  and  per  share  data  included in the accompanying
consolidated  financial  statements  give  effect  to  the  reverse stock split.

     The  Company  is  engaged  in  the  acquisition,  design,  development,
construction,  ownership  and  operation  of  real  property located in the fast
growing  markets  of  Las  Vegas, Phoenix, Salt Lake City, Reno and Tucson.  The
properties  consist  of  industrial  buildings,  retail  centers,  apartments,
single-family  homes and land in various phases of development. The Company also
has  non-controlling  interests  in  joint  ventures  that  are  engaged  in the
acquisition,  development,  ownership  and  operation  of  real  property.

(2)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation  and  Basis  of  Presentation

    The  accompanying consolidated financial statements of the Company have been
prepared  in  conformity  with  accounting  principles generally accepted in the
United  States  of  America ("GAAP").  All significant intercompany accounts and
transactions  have  been  eliminated  in  consolidation.

Real  Estate  Properties

     Real  estate  operating  properties  are  stated  at  cost less accumulated
depreciation.  Costs incurred for acquisition and betterment of the property are
capitalized. Repair and maintenance costs are expensed as incurred. Assets to be
disposed  of are reported at the lower of the carrying amount or fair value less
costs  to  sell.  In  the  fourth quarter of 1999, the Company, due to liquidity
requirements,  has determined that all properties are available for sale and has
classified  them  as  held  for  sale  at  December  31, 1999.  Accordingly, all
properties  have  been  written  down  to  the lower of cost or fair value, less
selling  expenses.

     The  Company capitalizes interest costs and real estate taxes in connection
with properties that are under development. Capitalization of interest costs and
real  estate  taxes is discontinued when a project is substantially complete and
ready for its intended use. The Company incurred interest costs of approximately
$4,245,000,  $7,196,000  and  $12,986,000 for the years ended December 31, 1997,
1998  and  1999,  respectively,  of  which the Company capitalized approximately
$1,159,000,  $4,859,000  and  $7,656,000  for the years ended December 31, 1997,
1998  and  1999,  respectively.

Impairment  of  Long-Lived  Assets

     The  Company  adopted  the  provisions of Statement of Financial Accounting
Standards  ("SFAS")  No. 121, Accounting for the Impairment of Long-Lived Assets
and  for  Long-Lived  Assets to be Disposed of, ("SFAS 121") on January 1, 1996.
SFAS 121 requires that long-lived assets and certain identifiable intangibles be
reviewed  for  impairment  whenever  events or changes in circumstances indicate
that  the  carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets  are  considered  to  be  impaired,  the  impairment  to be recognized is
measured  by  the  amount by which the carrying amount of the assets exceeds the
fair  value of the assets.  In addition, long lived assets to be disposed of are
to  be  recorded at the lower of cost or fair value, less selling expenses.  See
notes  6  and  9  for  write  down  of  TCP  receivables and investment in joint
ventures.


<PAGE>
Depreciation  and  Amortization

     For  financial  reporting  purposes, the Company depreciates its buildings,
tenant  improvements  and  furniture  and  equipment over their estimated useful
lives  (buildings  31.5  to  40  years, tenant improvements over the term of the
related lease, and furniture and equipment 5 to 7 years) using the straight-line
method.  Leasing  costs  are  capitalized and amortized on a straight-line basis
over  the  term  of  the  lease.  Loan  fees  are  deferred  and  amortized on a
straight-line  basis (which approximates the effective interest method) over the
term  of  the  loan.  Capitalized  leasing  costs  and loan fees are included in
prepaid  expenses  and  other  assets  in  the accompanying Consolidated Balance
Sheets.

Rental  Revenue  Recognition

     Rental revenue is recognized on a straight-line basis over the terms of the
respective  leases.

Construction  Revenue  and  Cost  Recognition

     Revenue  on  fixed-price  construction  contracts  is  recognized  on  the
percentage-of-completion  method of accounting based on the proportion of actual
contract costs incurred to total estimated contract costs. Revisions to contract
revenues and cost estimates are reflected in the accounting period in which they
become  known. Provisions for estimated losses on uncompleted contracts are made
in  the  accounting period in which the events that give rise to such losses are
determined.  Changes  in  job  performance,  job  conditions  and  estimated
profitability,  including  those  arising  from  contract penalty provisions and
final contract settlements, may result in revisions to costs and revenue and are
recognized  in  the  period  in  which  such  revisions  are  determined.

Sale  of  Properties

     Profit is generally recognized on sales of properties at the time escrow is
closed  provided  that (i) there has been a minimum down payment, ranging from a
minimum  of 1% for home sales and 10% to 25% on commercial properties sold, (ii)
the buyer has met adequate continuing investment criteria and (iii) the Company,
as the seller, has no continuing involvement in the property. The Company's home
sales  are  generally  subject to a one-year warranty.  Where the Company has an
obligation  to  complete  certain  future  development,  or has other continuing
obligations,  profit  is  deferred in the ratio of the cost of development to be
completed  to  the  total  cost  of  the  property  being  sold  under
percentage-of-completion  accounting.

Use  of  Estimates

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

     Applying  the  percentage-of-completion  method  of  recognizing  revenue
requires  the  Company  to  estimate the outcome of its long-term contracts. The
Company  forecasts  such  outcomes  to  the  best of its knowledge and belief of
current  and  expected conditions and its expected course of action. Differences
between  the  Company's  estimates  and  actual results often occur resulting in
changes  to  reported  revenue  and earnings. Such changes could have a material
effect  on  future  financial  statements.

Cash  Equivalents

     The  Company  considers  all  highly  liquid debt instruments with original
maturities,  at  the  date  of  purchase,  of  three  months  or less to be cash
equivalents.  Included in accounts payable and accrued expenses on the Company's
Consolidated  Balance  Sheet at December 31, 1999 is $5.2 million of outstanding
checks  in  excess  of  deposits.

Investments  in  Joint  Ventures  (held  for  sale  at  December  31,  1999)

     The  equity  method  of  accounting  is used for investments in entities in
which  the  Company  has  the  ability  to  exercise  significant influence over
operating  and  financial  policies.  Under the equity method of accounting, the
Company  recognizes its share of the net earnings or losses of these entities as
earned or incurred, increases the carrying value of its investment by the amount
of  contributions  made  and reduces the carrying value of its investment by the
amount of all distributions received at December 31, 1999.  The investments have
been recorded at the lower of cost or fair value, less selling expenses, as they
are  held  for  sale  at  December  31,  1999.


<PAGE>
Income  Taxes

     The  Company accounts for its income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes, ("SFAS 109") which requires recognition of deferred
tax  assets  and  liabilities  for  the  future tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit
carryforwards.  Deferred  tax  assets and liabilities are measured using enacted
tax  rates  expected  to  apply  to  taxable  income in the years in which those
temporary  differences  are  expected  to  be  recovered  or  settled.

Per  Share  Data

     Prior to the Offering, per share data was not relevant and therefore is not
presented  because  the  Company's  financial  statement presentation was of the
combined operations of various partnerships and corporations. In connection with
Offering,  the  Company  now  owns  100%  of  the  economic  interest  of  these
partnerships.

     SFAS  No. 128, Earnings per Share, ("SFAS 128") was issued by the Financial
Accounting  Standards  Board  (the  "FASB")  in  February  1997,  effective  for
financial  statements  issued  after  December  15,  1997.  SFAS  128  provides
simplified  standards for the computation and presentation of earnings per share
("EPS"),  making  EPS  comparable  to international standards. SFAS 128 requires
dual presentation of "Basic" and "Diluted" EPS, by entities with complex capital
structures,  replacing  "Primary"  and  "Fully-diluted"  EPS  under  Accounting
Principles  Board  ("APB")  Opinion  No.  15.

Basic  EPS  excludes  dilution  from Common Stock equivalents and is computed by
dividing  net  income  available  to common stockholders by the weighted-average
number  of  common  shares  outstanding for the period. Diluted EPS reflects the
impact of potentially dilutive securities outstanding during the period, similar
to fully-diluted EPS, net of shares assumed to be repurchased using the treasury
stock  method.

     The  following  table reconciles the net income (loss) applicable to common
stockholders,  Basic  and  Diluted  shares  and  EPS  for  1998  and  1999:

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31, 1997
                                               ------------------------------------
<S>                                            <C>              <C>        <C>
                                                                           PER-SHARE
                                                   INCOME        SHARES     AMOUNT
                                               ---------------  ---------  --------
                                                (in thousands)
BASIC EPS
Net income applicable to common stockholders.  $        5,851   6,341,879  $  0.92
                                                                           ========
Effect of dilutive securities:
   Stock options. . . . . . . . . . . . . . .               -      21,340
                                               ---------------  ---------
DILUTED EPS
Net income applicable to common stockholders
    and assumed conversions . . . . . . . . .  $        5,851   6,363,219  $  0.92
                                               ===============  =========  ========
</TABLE>


<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31, 1998
                                               ------------------------------------
<S>                                            <C>              <C>        <C>
                                                                           PER-SHARE
                                                   INCOME        SHARES     AMOUNT
                                               ---------------  ---------  --------
                                                (in thousands)
BASIC EPS
Net income applicable to common stockholders.  $        7,731   7,656,189  $  1.01
                                                                           ========
Effect of dilutive securities:
   Stock options. . . . . . . . . . . . . . .               -      17,930
                                               ---------------  ---------
DILUTED EPS
Net income applicable to common stockholders
    and assumed conversions . . . . . . . . .  $        7,731   7,674,119  $  1.01
                                               ===============  =========  ========


                                                     YEAR ENDED DECEMBER 31, 1999
                                               ------------------------------------
                                                                           PER-SHARE
                                                     LOSS         SHARES    AMOUNT
                                               ------------------------------------
                                               (in thousands)
BASIC EPS
Net loss applicable to common stockholders. .  $      (30,219)  7,751,772  $ (3.90)
                                                                           ========
Effect of dilutive securities:
   Stock options. . . . . . . . . . . . . . .               -           -
                                               ---------------  ---------
DILUTED EPS
Net loss applicable to common stockholders
    and assumed conversions . . . . . . . . .  $      (30,219)  7,751,772  $ (3.90)
                                               ===============  =========  ========
</TABLE>

     The  Company  had options and warrants outstanding to purchase Common Stock
that  were  excluded  from  the  computation of diluted EPS since their exercise
price  was  greater than the average market price.  The antidilutive options and
warrants  outstanding  for  December 31, 1998 and 1999 were 115,650 and 693,165,
respectively.


<PAGE>
Stock  Options

     The  Company adopted SFAS No. 123, Accounting for Stock-Based Compensation,
("SFAS  123")  which  permits  entities to recognize as expense over the vesting
period  the  fair  value  of  all  stock-based  awards  on  the  date  of grant.
Alternatively, SFAS 123 also allows entities to continue to apply the provisions
of  APB  Opinion  No. 25 and provide pro forma net income and pro forma earnings
per  share  disclosures for employee stock option grants made in 1995 and future
years  as  if  the fair-value-based method defined in SFAS 123 had been applied.
The  Company  has elected to continue to apply the provisions of APB Opinion No.
25  and  provide  the  disclosure  provisions  of  SFAS  123.  See  Note  16.

     On  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA)  National Housing Corp. which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company issued
457,142  shares  of  Saxton Common Stock to acquire certain of VOA's interest in
Tax Credit Partnerships.  The purchase/settlement agreement required the Company
to deliver to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share,
the  market price on March 12, 2000).  These shares represent approximately 5.8%
of  the  Company's  Common  Stock issued and outstanding on March 12, 2000.  The
Company  also  agreed to pay $325,000 in cash to VOA, of which $125,000 was paid
in  the  first  quarter  of  2000,  with  the  remainder  to  be  paid in annual
installments  over  the  next  two  years.  The  $1,325,000 has been recorded as
Investment in Joint Ventures held for sale at December 31, 1999 and was included
in  the  market  valuation  of  all  TCP  properties.

Recent  Accounting  Pronouncements

      In  June  1998,  the  Financial Accounting Standards Board issued SFAS No.
133,  Accounting for Derivative Instruments and Hedging Activities ("SFAS 133").
SFAS  133  establishes  accounting  and  reporting  standards  for  derivative
instruments  and  hedging  activities.  SFAS  133  requires  recognition  of all
derivative  instruments  in the statement of financial position as either assets
or  liabilities  and  the  measurement  of derivative instruments at fair value.
SFAS  133,  as  amended, is effective for all quarters in fiscal years beginning
after  June  15,  2000.  The  adoption  of  SFAS  133  is not expected to have a
material  impact  on  the  consolidated  financial  statements  of  the Company.

Reclassifications

     Certain  amounts  in prior periods have been reclassified to conform to the
current  period's  presentation.

(3)  ACQUISITIONS

     On  March 20, 1998, the Company acquired all of the capital stock of Maxim,
a Utah homebuilder.  The acquisition was accounted for using the purchase method
of  accounting.  Maxim  operates  principally  as  a  single-family  residential
homebuilder,  specializing  in  building  homes  generally ranging in price from
$145,000  to  $185,000.  The consideration, totaling $1,131,000, paid at closing
for  this  acquisition  consisted  of:  (i) $224,000 in cash; (ii) approximately
$338,000  in  the  Company's  Common  Stock  (42,280  shares at valued $8.00 per
share);  and  (iii)  $569,000  in cash to retire a portion of Maxim's  debt.  In
addition, the Company may make  five  annual  installments ("earn-out payments")
on March 31 of each year  beginning  in  1999,  subject  to  certain  levels  of
required income.  These earn-out payments are based on a specified percentage of
estimated after-tax net income of  the  Salt Lake City real estate operations of
the Company and are to be made 50% in the Company's  Common  Stock  and  50%  in
cash.  No earn-out payments were required to be paid and  no  earn-out  payments
were  made  during  1999.

     On  November  13,  1998, the Company acquired the outstanding capital stock
and  ownership  interests  of  Diamond  Key  and  certain  related  entities for
approximately  $12.9 million.  The purchase was accounted for using the purchase
method of accounting and the price was approximately $10,876,000 paid in cash at
closing,  approximately  $250,000  which  was  paid  in 1999, with an additional
amount  of  $2,000,000  to  be  paid 50% in cash and 50% in the Company's Common
Stock  one  year from the date of closing.  On November 15, 1999,  one year from
the date of closing and pursuant to the  purchase  agreement, the Company issued
146,391 shares of the Company's  Common  Stock  to  fulfill  the  stock  payment
obligation.  Of the $1.0 million to be paid in  cash,  $300,000  has  been  paid
through December 31, 1999 and the remainder has been recorded as a note  payable
for  $700,000,  which  was  due  on May 3, 2000 at an interest rate of 18.0% per
annum, which has not yet been paid.


<PAGE>
     On December 22, 1998, the Company acquired the outstanding capital stock of
HomeBanc Mortgage Corporation ("HomeBanc"). The purchase was accounted for using
the purchase method of accounting and the price was $474,000 paid in the form of
71,500 shares of Saxton Common Stock at closing.

     Goodwill related to the acquisitions of Maxim,  Diamond Key  and  HomeBanc,
totalling  approximately  $8.0  million  is  amortized  over  15  years.   The
operations  of  these  three  acquisitions  were  included  in  the  Company's
Consolidated  Statements  of  Operations  since their acquisition dates.

     Revenues as a percentage of total revenues generated by geographic location
are as follows:

<TABLE>
<CAPTION>
                         DECEMBER 31,
                  ----------------------------
                    1997      1998      1999
                  --------  --------  --------
<S>               <C>       <C>       <C>
Nevada. . . . . .    100.0%     82.4%     42.9%
Utah. .  . . . . .       -       9.4       8.0
Arizona . . . . .        -       8.2      49.1
                  --------  --------  --------
  Total . . . . .    100.0%    100.0%    100.0%
                  ========  ========  ========
-----------------
</TABLE>

     The following represents summary unaudited pro  forma information as if the
Diamond Key acquisition ("Acquisition") had occurred as of January 1, 1997.  The
summary unaudited pro forma information below combines the actual results of the
Company  and  the  results  of  Diamond  Key before the Acquisition and reflects
increased  amortization  and  goodwill,  increased  interest expense and certain
income  tax adjustments related to the Acquisition that would have been incurred
had  the  Acquisition  occurred  on  such date.  The unaudited summary pro forma
information  is  not  necessarily indicative of the results of operations of the
Company  had  the  Acquisition  occurred  on  such  date,  nor is it necessarily
indicative of future results.  Unaudited pro forma information is as follows (in
thousands):

<TABLE>
<CAPTION>
                               YEAR ENDED DECEMBER 31,
                               -----------------------
                                  1997    1998
                               --------  -------------
<S>                              <C>     <C>
Pro forma combined net income .  $5,477  $10,171
Basic earnings per common share  $ 0.86  $  1.33
</TABLE>

(4)  REAL  ESTATE  OPERATING  PROPERTIES

     Real  estate operating properties are summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                       ACCUMULATED
                                       DEPRECIATION
                                            AND
                           COST        AMORTIZATION     NET
                       -------------  --------------  -------
December 31, 1997:
<S>                    <C>            <C>             <C>
  Buildings . . . . .  $      21,257  $    (  2,630)  $18,627
  Tenant improvements            886         (  154)      732
  Land. . . . . . . .          6,574              -     6,574
                       -------------  --------------  -------
                       $      28,717  $      (2,784)  $25,933
                       =============  ==============  =======

December 31, 1998:
  Buildings . . . . .  $      19,530  $    (  3,108)  $16,422
  Tenant improvements            761         (  188)      573
  Land. . . . . . . .          6,122              -     6,122
                       -------------  --------------  -------
                       $      26,413  $      (3,296)  $23,117
                       =============  ==============  =======

December 31, 1999:
  Buildings . . . . .  $      24,384  $    (  3,470)  $20,914
  Tenant improvements            730         (  116)      614
  Land. . . . . . . .          6,687              -     6,687
                       -------------  --------------  -------
                       $      31,801  $      (3,586)  $28,215
                       =============  ==============  =======
</TABLE>



     Depreciation  expense  for the years ended December 31, 1997, 1998 and 1999
was  approximately  $635,000, $730,000 and $775,000, respectively, for the above
assets.  For  further  information  on  real  estate properties, see Note 19. At
December  31,  1999,  these properties are recorded at the lower of cost or fair
value,  less  selling  expenses,  due  to their classification as held for sale.


<PAGE>
(5)  DUE  FROM  RELATED  PARTIES

     Amounts  due  from  related  parties  consist of receivables primarily from
stockholders of the Company. The receivables are unsecured, bear no interest and
are  payable  on  demand.  Due  from  related  parties at December 31, 1999, was
$26,000,  compared  to  $154,000  at  December  31,  1998.

(6)  DUE  FROM  TAX  CREDIT  PARTNERSHIPS

     Amounts  due  from Tax Credit Partnerships ("TCP") relate to developer fees
and accrued interest receivable thereon, land acquisition and construction costs
receivable  pertaining  to low-income housing tax credit projects of the Company
at  various  stages  of  completion.  All  eight of the Tax Credit projects were
located  in  the Las Vegas, Nevada area at December 31, 1998 and 1999 except one
project  under  development in Reno, Nevada and one project under development in
West  Haven,  Utah  at  December  31,  1999.

     Tax  Credit Partnerships are limited partnerships formed for the purpose of
constructing,  owning  and  operating  eligible  low-income housing projects (as
defined  under  Section  42(d)  of  the  Code).  The  Company  generally retains
approximately  a 1% or less general partnership interest and sells the remaining
99%  to  a  large institutional investor, which in turn, publicly syndicates the
interest  to  third-party  purchasers.  These third-party purchasers acquire the
limited  partnership  interests  to  receive  tax credits.  Amounts due from Tax
Credit  Partnerships  will  be  collected from loan proceeds, contributions from
partners  and  cash  flow  from  operations  and  consist  of  the following (in
thousands):

<TABLE>
<CAPTION>
                                        DECEMBER 31,
                                    --------------------
<S>                                 <C>      <C>
                                       1998         1999
                                    -------  -----------
Developer fees receivable (1). . .  $13,364  $    17,991
Land acquisition and construction
 costs receivable. . . . . . . . .   17,868       17,760
Write down of TCP receivables. . .        -   (  23,904)
Accrued interest receivable. . . .      765          740
                                    -------  -----------
                                    $31,997  $    12,587
                                    =======  ===========
</TABLE>


(1)     Developer  fees  receivable  are  supported  by  notes  receivable.

     During  the  fourth  quarter  of  1999,  the  Company  began to explore the
possibility  of selling the Tax Credit Project general partnership interests and
receivables  to  strengthen  the Company's cash flow position and has determined
that  the  Due from TCP's and the Investments in the TCP Joint Ventures are held
for  sale  at  December  31,  1999  and  are  actively  being marketed for sale.
Therefore,  at  December 31, 1999, the amounts are recorded at the lower of cost
or  fair  value,  less  selling  expenses  even though the estimated future cash
flows  exceeded  the gross recievable balance at December 31, 1999.  The Company
has  obtained  a  fair market valuation  from an independent third party for the
general partnership interests and the receivables from the eight TCP properties.
This  valuation indicated  a  fair  value of $14.8 million, resulting in a write
down of the Tax Credit partnership receivables by $23.9 million and a write down
of the investments in  these  projects  by  $1.7  million  (See  Note  9).

     Until  the  fourth quarter of 1999, the Company had not attempted to market
these  general  partnership interests and receivables and based on all available
information,  the  Company  believed  that  it  would  be  able  to  collect the
receivable  balances  plus  interest  as  provided  for  in  the  agreements.

(7)  NOTES  RECEIVABLE

     Notes  receivable  consist  of  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                        ------------
                                                                         1998   1999
                                                                        ------  -----
<S>                                                                     <C>     <C>
Promissory notes from nonaffiliated entities, bearing interest at
 11.0%, secured by a deed of trust, due May 2005 . . . . . . . . . . .  $   68  $   -
Promissory note from a nonaffiliated entity, bearing interest at
 10.0%, due January 2000, secured by deed of trust . . . . . . . . . .     250    936
Promissory notes from nonaffiliated entities, bearing interest ranging
 between 0% and 11%, with generally no scheduled maturity dates,
 $19 of which are secured by deeds of trust                                682      -
                                                                        ------  -----
                                                                        $1,000  $ 936
                                                                        ======  =====
</TABLE>


<PAGE>
(8)  CONSTRUCTION  CONTRACTS

     Construction  contracts  receivable  includes  amounts  retained  pending
contract completion, aggregating approximately $155,000 and $146,000 at December
31,  1998  and  1999,  respectively.  Based on anticipated completion dates, the
1999  retentions  are  expected  to  be  collected  in  2000.

     Accounts  payable  and  accrued  expenses  include amounts retained pending
subcontract  completion  aggregating  approximately $3,060,000 and $3,458,000 at
December  31,  1998  and  1999,  respectively.

     Costs  and  estimated  earnings  in  excess of billings, net on uncompleted
contracts  are  summarized  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                   ----------------------
                                                                      1998        1999
                                                                   ----------  ----------
<S>                                                                <C>         <C>
Costs incurred to date. . . . . . . . . . . . . . . . . . . . . .  $  98,470   $ 110,418
Estimated earnings to date. . . . . . . . . . . . . . . . . . . .     30,694      34,902
                                                                   ----------  ----------
                                                                     129,164     145,320
Less billings to date . . . . . . . . . . . . . . . . . . . . . .   (126,727)   (144,780)
                                                                   ----------  ----------
Costs and estimated earnings in excess of billings on completed
contracts, (billings in excess of costs and estimated earnings on
uncompleted contracts), net . . . . . . . . . . . . . . . . . . .  $   2,437   $    (540)
                                                                   ==========  ==========
</TABLE>

     Costs and estimated earnings in excess of  billings, net, are shown on the
accompanying  Consolidated  Balance  Sheets  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                                     ---------------
                                                                       1998   1999
                                                                     -------  ------
<S>                                                                  <C>      <C>
Costs and estimated earnings in excess of  billings on
 uncompleted contracts. . . . . . . . . . . . . . . . . . . . . . .  $2,618   $ 760
Billings in excess of costs and estimated  earnings on
 uncompleted contracts. . . . . . . . . . . . . . . . . . . . . . .    (181)   (220)
                                                                     -------  ------
Costs and estimated earnings in excess of billings on completed
contracts, (billings in excess of   costs and estimated earnings on
uncompleted contracts), net . . . . . . . . . . . . . . . . . . . .  $2,437   $(540)
                                                                     =======  ======
</TABLE>

    The asset "Costs and estimated earnings in excess of billings on uncompleted
contracts"  represents  construction  revenue  recognized  in  excess of amounts
billed  on  the  respective  construction  contracts. The liability "Billings in
excess  of  costs  and  estimated  earnings on uncompleted contracts" represents
amounts  billed  in  excess of revenue recognized on the respective construction
contracts.

(9)  INVESTMENTS  IN  JOINT  VENTURES

     The Company participates in several real estate development joint ventures,
primarily  TCP's.  The  joint  ventures  have  projects  at  various  stages  of
completion  and  development.  The Company provides development and construction
services  to  these  joint  ventures.  The  Company's  interests  in these joint
ventures range from up to 1% to 50%. Summary financial information for the joint
ventures  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                                    -----------------
FINANCIAL POSITION                                                   1998      1999
------------------                                                  -------  --------
<S>                                                                 <C>      <C>

Real estate properties . . . . . . . . . . . . . . . . . . . . . .  $93,937  $126,074
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,817     3,272
                                                                    -------  --------
          Total assets . . . . . . . . . . . . . . . . . . . . . .   97,754   129,346

Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . .   64,613    83,274
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . .   24,717    40,052
                                                                    -------  --------
          Net assets . . . . . . . . . . . . . . . . . . . . . . .  $ 8,424  $  6,020
                                                                    =======  ========

Company's share of net assets, net of write down of $1,666 in 1999  $ 3,577  $  3,249
                                                                    =======  ========
</TABLE>


<PAGE>
     During  the  fourth  quarter of 1999, the Company's share of net assets was
written  down  to the lower of cost or fair value, less selling expenses, due to
their  designation  as  "held  for  sale."

<TABLE>
<CAPTION>
                                              YEARS ENDED   DECEMBER 31,
                                        ----------------------------------
RESULTS OF OPERATIONS                      1997        1998        1999
---------------------                   ----------  ----------  ----------
<S>                                     <C>         <C>         <C>
Rental revenues for joint ventures . .  $   6,079   $   8,730   $  10,286
Interest expense . . . . . . . . . . .   (  3,749)   (  4,231)   (  5,248)
Other expense. . . . . . . . . . . . .     (5,028)     (7,154)     (9,355)
                                        ----------  ----------  ----------
     Net loss. . . . . . . . . . . . .  $  (2,698)  $  (2,655)  $  (4,317)
                                        ==========  ==========  ==========

Company's share of net earnings (loss)  $      16   $     (25)  $     (37)
                                        ==========  ==========  ==========
</TABLE>

(10)  PREPAID  EXPENSES  AND  OTHER  ASSETS

     Prepaid  expenses and other assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                        ----------------------
<S>                                                     <C>            <C>
                                                                 1998     1999
                                                        -------------  -------
Rental and other accounts receivable . . . . . . . . .  $         575  $ 2,036
Development costs. . . . . . . . . . . . . . . . . . .          2,598      151
Income tax benefit . . . . . . . . . . . . . . . . . .              -        -
Furniture and equipment, net . . . . . . . . . . . . .          1,379    1,368
Option and escrow deposits and impounds. . . . . . . .          3,087    1,319
Inventories. . . . . . . . . . . . . . . . . . . . . .            101        -
Other assets, primarily prepaid expenses and loan fees          1,970    1,397
                                                        -------------  -------
                                                        $       9,710  $ 6,271
                                                        =============  =======
</TABLE>


<PAGE>
(11)  NOTES  PAYABLE

Notes  payable  consist  of  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                              OUTSTANDING BALANCE                                    APPROXIMATE
                                                  AT DECEMBER 31,     INTEREST       MATURITY          MONTHLY
                                                  1998      1999       RATES          DATES            PAYMENTS
                                                  -----------------  ------------  --------------  ---------------
<S>                                               <C>      <C>       <C>      <C>            <C>     <C>
Notes payable to various financial institutions,
 collateralized by first trust deeds on real
 property with a carrying value of $128.3                                           February 2007 -
 million at December 31, 1999. . . . . . . . . .  $64,338  $ 84,722   7.9% - 15.3%  November 2027      $    656

Notes payable to various financial institutions,                                    February 2000 -
 unsecured . . . . . . . . . . . . . . . . . . .    1,990     2,108   9.5% - 10.5%  December 2000            17

Notes payable to various financial institutions,
 collateralized by other collateral.  Includes
 $521,000 collateralized by Common Stock
 personally owned by the Company's President
 and principal stockholder, James C. Saxton.
 Includes $1.3 million collateralized by
 receivables and includes $1.3 million payable
 at December 31, 1999 to VOA to acquire                                             January 2000 -
 interests in VOA's tax credit partnerships. . .    6,103     3,146   9.0% - 11.0%  January 2002             15
                                                  -------  --------

   Subtotal of various financial
    institutions . . . . . . . . . . . . . . .     72,431    89,976
                                                  -------  --------

Notes payable to various individuals, secured by                                    December 1999 -
 first trust deeds on real property . . . . .      14,375    14,132   0.0% - 20.0%  September 2000          202

Notes payable to various individuals,                                               December 1999 -
 unsecured     . . . . . . . . . . . . . . .          500     6,355  12.0% - 30.0%  September 2000          112

Notes payable to various individuals,
 collateralized by other collateral, including
 $1.6 million collateralized by Common Stock
 personally owned by the Company's President
 and principal stockholder, James C. Saxton
 (See Note 12.)  Also includes $5.7 million
 collateralized by second deeds of trust on
 commercial properties owned by the                                                  September 2000 -
 by the Company  . . . . . . . . . . . . . .        1,000     7,300           20.0%  December 2000          125
                                                  -------  --------

   Subtotal of notes payable to
    various individuals . . . . . . . . . . .      15,875    27,787
                                                  -------  --------

   Total . . . . . . . . . . . . . . . . . . .    $88,306  $117,763
                                                  =======  ========
</TABLE>

     All  of  the  above notes payable were in default but not in foreclosure at
December  31,  1999.

     The  Company had  11 properties in foreclosure as of May 12, 2000, with the
first  potential  foreclosure  sale  date  on  June  12,  2000.  The  Company is
attempting to prevent foreclosure sales by completing pending property sales and
other  sales,  which  could  provide sufficient cash flows to payoff the related
debt.  There  can  be  no  assurance  that  the  Company  will  be successful in
preventing  the  foreclosure  sales  of  these  properties.


<PAGE>
     The properties in foreclosure as of  May  12,  2000  and their related debt
outstanding  at  December  31,  1999  are  as  follows:

<TABLE>
<CAPTION>
<S>                   <C>                    <C>                    <C>
                      COLLATERAL             AMOUNT
                      CARRYING VALUE         OUTSTANDING            FORECLOSURE TRUSTEE
PROPERTY              AT DECEMBER 31, 1999   AT DECEMBER 31, 1999   SALE DATE
--------------------  ---------------------  ---------------------  --------------------
Smoke Ranch           $           2,531,000  $           1,498,844  June 12, 2000
Madre Mesa North
and South . . . . .               3,699,000              1,328,902  June 22, 2000
Oquirrh Park II. . .              4,575,000              2,500,000            N/A
Sahara Vista B. . .               6,612,000              3,731,691  June 26, 2000
Regency Plaza. . . .              2,732,000              1,495,292  June 29, 2000
Suncliff V (1) . . .                899,000              1,707,655  June 16, 2000
El Mirage (1). . . .              2,515,000              1,950,000  June 16, 2000
Sahara West. . . . .              1,854,000              1,451,153            N/A
Sahara Vista A (2) .              4,809,000              3,948,647            N/A
Silver Springs C (3)              7,083,000              4,142,629            N/A
                      ---------------------  ---------------------
  Total               $          37,309,000  $         23,754,813
                      =====================  =====================
<FN>
(1)     Property  is  sold  effective  May  12, 2000 with the debt assumed by buyer. The
        outstanding  balance  of the loan in foreclosure for Suncliff V was $707,655 at
        December 31,  1999.
(2)     The  Company  has  negotiated  a  forbearance  until  August  1,  2000.
(3)     The  Company  has  agreed  to terms with the lender that will allow this loan to
        become  current  and  in  use  by  the  Company  as a homebuilding production loan.  The
        outstanding  balance  on  the  loan  in foreclosure was $4,066,000 at December 31, 1999.
</TABLE>

     For  the  notes  payable  with  maturity  dates  in  2000,  management  is
negotiating  refinancing  alternatives  with the applicable lenders.  See Note 1
for  a  discussion  of  management's  plans  to  mitigate  this  situation.

     On  July  30, 1997, the Company entered into a $5,000,000 revolving line of
credit  agreement  with a financial institution.  Loans under the agreement bear
monthly interest at 1.5% above the prime rate as defined in the agreement (9.25%
at December 31, 1998 and 8.50% at December 31, 1999), and require the Company to
pay  a  loan  fee of 0.25% for each disbursement.  Loans under the agreement are
available  only for the acquisition of land and are secured by first trust deeds
on  certain real property.  As of December 31, 1999, the Company had outstanding
indebtedness  of  $1,479,000 maturing on August 1, 2000 and $450,000 maturing on
March 12, 2000 for a total indebtedness of $1,929,000 (included in notes payable
to  financial  institutions).  Under  the terms of the agreement, the Company is
required to meet certain financial covenants.  At December 31, 1999, the Company
was  in  default  on  this  loan.

     On February 9, 1998, the Company  entered into a $10,000,000 revolving loan
agreement  with  a  financial  institution.  The  line  of  credit  provides for
borrowings  of  up  to  $1,000,000  for  general  working  capital requirements,
$4,000,000 for acquisition and development, including strategic acquisitions and
$5,000,000  for  land  acquisitions.  Borrowings  under  the  line of credit are
secured  by the pledge of certain Company receivables and any land acquired with
borrowings  under  the line of credit and bears interest at one percent over the
lender's  prime rate in effect from time to time.  The agreement is also subject
to  certain financial covenants and restrictions.  The revolving working capital
line for $1,000,000 was payable on November 30, 1999, the maturity date, and the
remainder is payable one year and one day following each advance.  The due dates
range  from December 1, 2000 to September 14, 2001.  As of December 31, 1998 and
1999,  the  Company  had  outstanding indebtedness of $5,000,000 and $7,416,000,
respectively (included in notes payable to financial institutions).  At December
31,  1999,  the  Company  was  in  default  on  this  line  of  credit.


<PAGE>
     The  approximate  principal  maturities  of notes payable outstanding as of
December  31,  1999  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
<S>                       <C>
Year ending December 31,
 2000. . . . . . . . . .  $92,290
 2001. . . . . . . . . .    5,008
 2002. . . . . . . . . .    1,733
 2003. . . . . . . . . .        -
 2004. . . . . . . . . .    2,269
 Thereafter. . . . . . .   16,463
                          -------
                         $117,763
                          =======

</TABLE>


(12)  NOTES  PAYABLE  TO  RELATED  PARTIES  AND OTHER RELATED PARTY TRANSACTIONS

     Notes  payable  to  related  parties are unsecured notes payable to certain
stockholders,  officers  and  Directors of the Company for development purposes.
Interest  only  payments  are  due monthly at rates ranging from 12.0% to 19.0%,
with  all  amounts  due  at  various dates in 2000.  During the first quarter of
1999,  the  Company  borrowed $724,000 and $300,000 from the Company's President
and  principal  stockholder,  James C. Saxton.  The notes matured on February 1,
2000  and bear interest at 19.0% and 18.0% per annum, respectively.  At December
31,  1999, the outstanding balances were $724,000 and $300,000, respectively and
these  loans  were  in  default.

     On November 15, 1999, (the first  anniversary of the closing of the Diamond
Key  acquisition),  in connection  with the purchase of Diamond Key, the Company
issued  146,391  shares of the Company's  Common Stock to Larison P. Clark.  The
Company was also obligated to pay Mr. Clark $1.0 million in cash on November 15,
1999. The Company has paid Mr. Clark $300,000 through December 31, 1999, and the
remainder  was recorded as a note payable for $700,000  with an interest rate of
18.0% per annum, due on May 3, 2000 of which $225,000 was paid in 2000.

     During the second quarter of 1999, the Company's  Executive Vice President,
Michele  Saxton Pori,  pledged  530,000  shares of Common Stock,  or 6.9% of the
Company's  outstanding  shares as of December 31, 1999, as collateral for a $1.2
million  personal loan. Ms. Pori reloaned the proceeds to the Company.  The note
payable bears  interest at 12.0% per annum and matured on February 3, 2000.  The
outstanding  balance at December  31, 1999 was  $613,000.  At December 31, 1999,
these loans were in default.  The Company  understands  that Ms. Pori intends to
repay, in full, the loan from the lender upon repayment of the loan she has made
to the Company.

     During the fourth  quarter of 1998,  the Company's  President and principal
stockholder,  James C. Saxton,  pledged  3,471,590  shares of common  stock,  or
approximately 44.1% of the Company's outstanding shares at December 31, 1999, as
collateral  for two personal loans to Mr. Saxton and three loans to the Company.
Mr. Saxton  reloaned the proceeds from the two personal loans to the Company for
use in connection  with the acquisition of Diamond Key. The two notes payable to
Mr. Saxton, aggregating $7,575,000, bear interest at 12.0% per annum and matured
on  February 1, 2000.  The  outstanding  balance at  December  31, 1999 was $6.0
million.  As of December  31,  1999,  these  loans were in default.  The Company
understands  that Mr. Saxton  intends to repay,  in full, the loans from the two
lenders upon repayment of the loans he has made to the Company.

(13)  LEASE  OBLIGATIONS

     The  Company  is  obligated  under various capital leases for equipment and
vehicles that expire at various dates over the next five years.  These equipment
and  vehicle  leases  require minimum payments aggregating approximately $44,000
per  month  with  interest  rates  ranging  from  7.9%  to  16.5%.

     The  Company  is  party to a sale and leaseback agreement for a convenience
store  that  the  Company  constructed and the related land.  The lease is for a
20-year  period,  which expires in 2015, but the Company has four 5-year options
to  extend.  The  land  portion  of  the  leaseback  has  been  classified as an
operating lease and the building portion of the leaseback has been classified as
a  capital  lease  in  accordance with SFAS No. 13,  Accounting for Leases.  The
book  value  of the land of approximately $709,000 was removed from the accounts
and  the  related  gain  on the sale of approximately $103,000 was deferred. The
deferred  gain  is  being  recognized  over  the  lease term.  In July 1999, the
Company  sold  its  operations  and  the  assets  of  this convenience store for
$350,000  and  agreed  to  sublease the premises.  The sublease incorporated the
terms  and provisions of the original sale and leaseback agreement.  The Company
recorded  a lease receivable of approximately $664,000 from this sublease, which
was equivalent to the lease payable at the time of the sale.  The net book value
of  the  building  of  approximately  $607,000, the related deferred gain on the
building  of  $93,000  and  the assets of the convenience store of $207,000 were
removed from the accounts.  The future minimum lease payments have been included
in  the  table  below.


<PAGE>
     At  the  end of 1996, the Company sold a property to a third party that the
Company leased back under a master lease agreement requiring monthly payments of
approximately  $20,700  until the property reached a certain level of occupancy.
The Company had accounted for this transaction using the deposit method.  During
1998,  the  master  lease  agreement  was terminated and the Company removed the
deposit  liability  of  approximately  $2,675,000 and recognized the sale of the
property  of  approximately  $2,832,000.  There  was  no activity regarding this
transaction  during  1999.

     Future minimum lease payments under lease obligations, excluding contingent
rents,  are  as  follows  at  December  31,  1999  (in  thousands):

<TABLE>
<CAPTION>
                                                                                 CAPITAL   OPERATING
                                                                       TOTAL     PORTION    PORTION
                                                                     ---------  ----------  --------
Year ending December 31:
<S>                                                                  <C>        <C>         <C>
  2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    504   $      403  $    101
  2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       321          218       103
  2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       269          164       105
  2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       235          128       107
  2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       217          108       109
  Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,377        1,170     1,207
                                                                     ---------  ----------  --------
          Total minimum payments. . . . . . . . . . . . . . . . . .  $  3,923        2,191  $  1,732
                                                                     =========              ========
Amount representing interest  (at rates ranging from 7.9% to 16.5%)                 (1,150)
                                                                                  ---------
Long-term capital lease obligations . . . . . . . . . . . . . . . .               $  1,041
                                                                                  =========
</TABLE>

Assets  leased  under  capital  leases  consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                ----------------------
<S>                                             <C>             <C>
                                                     1998        1999
                                                --------------  ------
Operating properties . . . . . . . . . . . . .  $         589   $   -
Equipment. . . . . . . . . . . . . . . . . . .            671     738
                                                --------------  ------
                                                        1,260     738
Less accumulated depreciation and amortization           (361)   (420)
                                                --------------  ------
                                                $         899   $ 318
                                                ==============  ======
</TABLE>

     Amortization  of  assets  held  under  capital  leases  is  included  with
depreciation  expense.

(14)  RENTAL  INCOME

     Operating  properties  are  leased  to  tenants  under various arrangements
classified as operating leases. The leases provide for rent and reimbursement of
various  common  area  maintenance  charges  paid by the Company. Minimum future
rentals  (excluding  percentage  rents  and  renewal  options) on non-cancelable
leases  are  as  follows  at  December  31,  1999  (in  thousands):

<TABLE>
<CAPTION>
<S>                        <C>
Year ending December 31,
2000. . . . . . . . . . .  $2,527
2001. . . . . . . . . . .   2,538
2002. . . . . . . . . . .   1,934
2003. . . . . . . . . . .   1,563
2004. . . . . . . . . . .   1,368
Thereafter. . . . . . . .   5,488
                           ------
                           15,418
                           ======
</TABLE>

     Approximately  23%,  33%  and  29% for the years ended 1997, 1998 and 1999,
respectively,  of  each  year's  rental  revenue  reflected  in the accompanying
consolidated  financial  statements  is  derived  from  one  tenant.

(15)  EMPLOYEE  STOCK  OWNERSHIP  PLAN

     On  December  31,  1994, the Company established a profit sharing plan (the
"Profit  Sharing  Plan")  for  its eligible employees. On December 29, 1995, the
Company  adopted  an  employee  stock ownership plan (the "ESOP") and trust (the
"ESOP  Trust").  In connection with the merger of Saxton and JSI on December 31,
1995,  the  Profit  Sharing  Plan was merged into the ESOP and the assets of the
trust  established  under  the  Profit Sharing Plan have been transferred to the
ESOP  Trust.


<PAGE>
     An  "employee stock ownership plan" (as defined in Section 407(d)(6) of the
Employee Retirement Security Act of 1974 ("ERISA") and Section 4975(e)(7) of the
Internal  Revenue  Code) is designed to invest primarily in "qualifying employer
securities."  The  account  balances  of participants in the Profit Sharing Plan
transferred  to  the  ESOP  Trust  have  been  invested by the ESOP Trust in the
Company's Common Stock.  Thereafter, the Company may make periodic contributions
to  the  ESOP Trust out of its net profits in amounts determined by the Board of
Directors, which contributions may be made in cash or in shares of the Company's
Common Stock. Amounts contributed in cash will be used to purchase shares of the
Company's  Common  Stock.

     Participants  in  the  Profit  Sharing  Plan  on  December  31,  1995  were
immediately  eligible to  participate in the ESOP.  All other  employees  become
eligible  to  participate  in the  ESOP  on the  date  coinciding  with  or next
following the date the employee  completes one year of service with the Company.
Contributions  by the  Company to the ESOP for the  benefit  of a  participating
employee vest over a seven-year period of participation in the ESOP and are held
in trust until  distributed  pursuant to the terms of the ESOP.  The Company has
made no contributions to the Plan for the years ended 1997, 1998 and 1999.

     On  February  16,  2000,  the  Board  of Directors unanimously approved the
termination  of  the  ESOP plan effective December 31, 2000.  The remaining ESOP
plan  shares  will  be  distributed  to  the  eligible participants during 2000,
pursuant  to  the  plan's  provisions.

(16)  STOCK  OPTIONS

     In  December  1994, the Company granted options to purchase an aggregate of
127,907 shares of Common Stock to various officers and other key employees under
separate  letter  agreements.  In 1995, options to purchase 23,497 shares lapsed
without  vesting  upon  certain  employees'  termination  of employment with the
Company.  In  1998  and  1999,  options to purchase 5,112 shares and 983 shares,
respectively,  lapsed upon certain employees' termination of employment with the
Company.  Options  granted  to one officer of the Company vested 20% on December
29,  1995,  30% on December 29, 1996 and 50% on December 29, 1997. The remaining
options vest 20% per year on December 29th for five years beginning December 29,
1995.  All options are exercisable from the date of vesting through December 28,
2004 at an exercise price of $6.10 per share.

     On June 30, 1997, the Company adopted a Management  Stock Option  Incentive
Plan (the "Option Plan") which provides for the grant of options to employees to
purchase Common Stock,  up to a maximum of 500,000  shares.  Stock options which
terminate without having been exercised,  shares forfeited or shares surrendered
will again be available for  distribution in connection with future awards under
the Option Plan. On December 7, 1998, the Company's Board of Directors  approved
an  increase  from  500,000 to 750,000 in the number of shares  subject to stock
options under the Option Plan. The increase was approved by the  stockholders at
the annual  meeting of  stockholders  in June 1999. As of December 31, 1999, the
Company has outstanding  397,750 stock options to certain officers and employees
of the Company  pursuant to the Option  Plan.  These  options will vest in equal
annual  installments over five years commencing one year from the award date and
will expire between June 30, 2007 and December 23, 2009.  Stock options  granted
on June 30, 1997 were issued at an  exercise  price equal to the initial  public
offering  price of $8.25 per share.  Stock  options  granted after June 30, 1997
were  granted at the  closing  stock  price on the grant date as reported on the
Nasdaq  Stock  Market.  On January 2,  1998,  the  Company  gave  employees  the
opportunity  to reprice their stock  options.  The repricing  involved  changing
their  stock price from $8.25 per share to $6.875 per share (the  closing  stock
price on January 2, 1998) and  changing  their  grant date from June 30, 1997 to
January 2, 1998.  Employees  holding 148,300 of stock options elected to reprice
on January 2, 1998. As of December 31, 1999, stock options had been granted with
exercise prices ranging from $2.625 per share to $8.375 per share.

     The Company has also adopted a Non-Employee Director Stock Option Plan (the
"Director  Plan").  The  Director  Plan  provides for the grant of non-qualified
options  to  purchase  Common  Stock  to  the  members of the Company's Board of
Directors  who  are  not employees. The maximum number of shares of Common Stock
which are available for issuance under the Director Plan is 50,000. The Director
Plan  is  administered  by  the  Board  of  Directors.

     Under the Director Plan, each person who becomes a non-employee director is
automatically  granted,  as of the date of his  election or  appointment  to the
Board of Directors, an initial option to purchase 500 shares of Common Stock. On
the  first  trading  day  of  each  April   commencing  with  April  1998,  each
non-employee  director then serving on the Board of Directors and who has served
for at least three  months is granted an option to purchase  an  additional  500
shares of Common Stock. Options granted under the Director Plan have an exercise
price  equal  to the  fair  value of the  shares  on the  date of grant  and are
generally exercisable one year from the date of grant. Options granted under the
Director  Plan  have a term of 10  years  from  the  date of  grant  and are not
transferable  other than by will or the laws of descent and distribution.  As of
December 31, 1999,  there were 5,500 stock options  outstanding to  non-employee
directors  pursuant to the Director  Plan, and they will expire between June 30,
2007 and June 7, 2009. Of the 5,500 stock options outstanding under the Director
Plan,  3,000 are 100% vested and  exercisable.  Stock  option grant prices range
from $5.63 per share to $8.25 per share under the Director Plan.


<PAGE>
SFAS  123  establishes  financial  accounting  and  reporting  standards  for
stock-based  employee compensation plans and for transactions in which an entity
issues  its  equity instruments to acquire goods or services from non-employees.
Those  transactions  must  be  accounted  for  based  on  the  fair value of the
consideration  received  or  the  fair  value  of the equity instruments issued,
whichever  is  more  reliably  measurable.

Stock  options  granted  under  the  Company's  Option  Plan are qualified stock
options  that:  (i)  are generally granted at prices which are equal to the fair
value  of  the  stock  on  the  date  of  grant; (ii) are subject to a grantee's
continued  employment  with  the  Company  and vest over a five year period; and
(iii)  expire  ten  years (plus six months for some options granted during 1997)
subsequent  to  the  award.


<PAGE>
     A summary of the status of the Company's  stock  options  granted under the
Option Plan as of December 31, 1997, 1998 and 1999 and the activity is presented
below:

<TABLE>
<CAPTION>
                                                              WEIGHTED-
                                                               AVERAGE
                                           SHARES           EXERCISE PRICE
                                           ---------------  ---------------
<S>                                        <C>              <C>
Outstanding at January 1, 1997. . . . . .               -   $             -
Granted . . . . . . . . . . . . . . . . .         278,500              8.25
Exercised . . . . . . . . . . . . . . . .               -                 -
(Forfeited) . . . . . . . . . . . . . . .         (52,400)             8.25
                                           ---------------
Outstanding at end of year. . . . . . . .         226,100              8.25
                                           ===============

Options exercisable at December 31, 1997.               -                 -
                                           ===============

                                                                  WEIGHTED-
                                                                    AVERAGE
                                                 SHARES      EXERCISE PRICE
                                           ---------------  ---------------
Outstanding at January 1, 1998. . . . . .         226,100   $          8.25
Granted . . . . . . . . . . . . . . . . .         401,450              6.78
Exercised . . . . . . . . . . . . . . . .               -                 -
(Forfeited) . . . . . . . . . . . . . . .        (125,400)             7.73
                                           ---------------
Outstanding at end of year. . . . . . . .         502,150              6.84
                                           ===============

Options exercisable at December 31, 1998.          10,680              8.05
                                           ===============

                                                                  WEIGHTED-
                                                                   AVERAGE
                                                   SHARES    EXERCISE PRICE
                                           ---------------  ---------------
Outstanding at January 1, 1999. . . . . .         502,150   $          8.05
Granted . . . . . . . . . . . . . . . . .         134,300              5.26
Exercised . . . . . . . . . . . . . . . .               -                 -
(Forfeited) . . . . . . . . . . . . . . .        (238,700)             6.72
                                           ---------------
Outstanding at end of year. . . . . . . .         397,750              6.42
                                           ===============

Options exercisable at December 31, 1999.          72,240              7.14
                                           ===============
</TABLE>

   The fair value of each option granted during 1999 is estimated on the date of
grant  using  the  Black-Scholes  option-pricing  model  with  the  following
weighted-average  assumptions:  (i)  dividend  yield  of  zero;  (ii)  expected
volatility  of  48.6%;  (iii) risk-free interest rate of 6.5% for 1999; and (iv)
expected  life  of  5 years.  The weighted-average fair value of options granted
during  1999  was  $3.21.  The  remaining  weighted-average  life of the options
outstanding  at December 31, 1999 was 8.62 years with an exercise price range of
$2.625  to  $8.375.

   No  compensation cost is recorded in the accompanying Consolidated Statements
of  Operations  for 1997, 1998 or 1999.  Had compensation cost for the Company's
grants for stock options been determined consistent with SFAS 123, the Company's
pro  forma  net  income  (loss) and pro forma net income (loss) per common share
would  approximate  the  pro forma amounts below (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
                                                  DECEMBER 31, 1997          DECEMBER 31, 1998          DECEMBER 31, 1999
                                              ------------------------  ------------------------  --------------------------
                                              AS REPORTED   PRO FORMA   AS REPORTED   PRO FORMA    AS REPORTED    PRO FORMA
                                              ------------  ----------  ------------  ----------  -------------  -----------
<S>                                           <C>           <C>         <C>           <C>         <C>            <C>
Net income (loss) applicable to Common Stock  $      5,851  $    5,714  $      7,731  $    7,541  $  (  30,219)  $  (30,394)
Net income (loss) per common share:
    Basic EPS. . . . . . . . . . . . . . . .  $       0.92  $     0.90  $       1.01  $     0.98  $  (    3.84)  $  (  3.86)
    Diluted EPS. . . . . . . . . . . . . . .  $       0.92  $     0.90  $       1.01  $     0.98  $  (    3.84)  $  (  3.86)
</TABLE>


<PAGE>
 (17)  INCOME  TAXES

     Income tax expense (benefit) in the accompanying consolidated statements of
operations  include the following amounts for the years ended December 31, 1997,
1998  and  1999  (in  thousands):

<TABLE>
<CAPTION>
             1997     1998      1999
            ------  --------  ----------
Federal:
<S>         <C>     <C>       <C>
  Current.  $1,498  $  3,364  $(  1,936)
  Deferred     852   (  113)     (  468)
State:
  Current.       -        55          -
  Deferred       -         7       (114)
            ------  --------  ----------
     Total  $2,350  $  3,313  $  (2,518)
            ======  ========  ==========
</TABLE>

     The  provision  (benefit) for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income (loss) before taxes.
The  sources  and  tax effects of the differences at December 31, 1997, 1998 and
1999  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                 1997     1998       1999
                                               --------  -------  -----------
<S>                                            <C>       <C>      <C>
Computed "expected" federal income tax
 expense (benefit). . . . . . . . . . . . . .  $  2,788  $3,765   $(  11,131)
Earnings of combined entities not subject to
  taxation. . . . . . . . . . . . . . . . . .   (  496)       -            -
Change in valuation allowance . . . . . . . .         -       -        8,652
Other . . . . . . . . . . . . . . . . . . . .        58  (  452)   (      39)
                                               --------  -------  -----------
Provision (benefit) for income taxes. . . . .  $  2,350  $3,313   $(   2,518)
                                               ========  =======  ===========
</TABLE>

     The  tax  effects  of  temporary  differences that give rise to significant
portions  of  deferred  tax assets and liabilities at December 31, 1998 and 1999
are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                          1998      1999
                                        --------  ---------
<S>                                     <C>       <C>
Deferred tax assets:
 Net operating loss. . . . . . . . . .  $     -   $  1,728
 Write down of TCP's and other assets.        -      8,652
 Write down of land held for sale. . .        -        924
 Other . . . . . . . . . . . . . . . .       74        403
                                        --------  ---------
   Total deferred tax assets . . . . .       74     11,707
                                        --------  ---------
 Valuation allowance . . . . . . . . .        -    ( 8,652)
                                        --------  ---------
   Net deferred tax assets . . . . . .       74      3,055
Deferred tax liabilities:
   Depreciation/amortization . . . . .   (  247)    (  524)
   Capitalization of expenses. . . . .    ( 419)     ( 927)
                                        --------  ---------
       Total deferred tax liabilities.     (666)    (1,451)
                                        --------  ---------
Net deferred tax assets (liabilities).  $  (592)  $  1,604
                                        ========  =========
</TABLE>


     A  valuation  allowance  has been recorded for the write down of the TCP's
since  the realization of the asset may not be raelized until the related asset
is sold and management cannot estimate when the asset will be sold, if at all.
Therefore, it is not more likely than not that the deferred tax asset will be
Realized in accordance with the provisions of SFA's No. 109.


<PAGE>
(18)  REAL  ESTATE  PROPERTIES

     Schedule  of  real estate properties as of December 31, 1999 (in thousands,
except  dates  and  life):

<TABLE>
<CAPTION>
                                                                                 Cost Capitalized at
                                                          Cost Capitalized         (Gross Amount)
                                           Initial Cost   Subsequent to Acq.       Close of Period
                                         ---------------  ------------------  --------------------------
                                Encum-            Bldg &  Improve-  Carrying            Bldg &               Accm   Net Book
Description              Type   brances    Land     Impr    ments    Costs    Land (a)  Impr (a)    Total    Depr     Value
----------------------  ------  -------  -------  ------  --------  --------  --------  --------  --------  ------  --------
<S>                     <C>     <C>      <C>      <C>     <C>       <C>       <C>       <C>       <C>       <C>     <C>
Operating Properties:
  Levitz I. . . . . .   Retail $  7,226 $  1,694 $     -     5,190  $    667  $  1,941  $  5,857  $  7,798 $ 1,304  $  6,494
  Furniture Expo  . .   Retail    2,684      714       -     1,757       237       795     1,994     2,789     447     2,342
  Big Tyme (b) . . . .  Retail        -        -       -         -         -         -         -         -       -         -
  Lev. Pad B (Woodys)   Retail      413      209       -       283        48       235       331       566      71       495
  Turtle Stop . . . .   Retail      852      148       -       760        84       130       844       974     137       837
  Sahara/Decatur (c).   Retail      476      205       -       392        56       205       448       653      45       608
  Nellis & Stewart (c)  Retail      440      269       -       436        65       269       420       689      34       655
  Las Vegas Sun . . .   Office    1,229      192       -       810        93       192       903     1,095     376       719
  SI/Americana . . . .  Office    1,451      609       -     1,409       188       609     1,596     2,205     351     1,854
  GSA (c) . . . . . .   Office      928      447       -     1,175       151       447     1,326     1,773     155     1,618
  Sahara Vista Bldg. A  Office    3,949      842       -     3,905       405       842     4,310     5,152     343     4,809
  Arcata Park . . . .   Indus.      851      140       -     1,036        95       184     1,131     1,315     232     1,083
  Sahara Vista Bldg. B  Office    3,732      837       -     5,736       522       839     5,865     6,704      92     6,612
  Sunrise Ridge . . .   Resid.        -       89       -         -         -         -        89        89       -        89
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------
  Sub-total . . . . .            24,231    6,395       -    22,889     2,611     6,688    25,114    31,802   3,587    28,215
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------

Properties Under
  Development:
  Regency, Lot B & C .  Retail    1,412      752       -     1,555       266       911     1,821     2,732       -     2,732
  Rancho/Vegas . . . .  Retail      598       83       -       913       138         -     1,051     1,051       -     1,051
  Silver Springs . . .  Resid.    9,356    1,488       -    15,081     2,729     1,077    17,810    18,887       -    18,887
  Northpark III (b) .   Indus.        -        -       -         -         -         -         -         -       -         -
  Taylor Ranch (c) . .  Resid.    4,820    3,503       -     6,375       664         -     7,039     7,039       -     7,039
  Madre Mesa . . . . .  Resid.      867    2,263       -     3,160       539         -     3,699     3,699       -     3,699
  Sutter Creek . . . .  Resid.    1,856      988       -     6,447       717         -     3,251     3,251       -     3,251
  Kendall Creek . . .   Resid.    3,793      810       -     6,711     1,104         -     7,169     7,169       -     7,169
  Seven Hills/LM . . .  Office      504      840       -       856       131         -       987       987       -       987
  Flamingo-Lindell . .  Office      975    1,550       -       607       380         -     1,670     1,670       -     1,670
  Smoke Ranch . . . .   Office    1,480    2,651       -     2,936       518         -     2,531     2,531       -     2,531
  Wood Ranch . . . . .  Resid.        -        -       -         -         -         -         -         -       -         -
  Riverwalk . . . . .   Resid.        -        -       -         -         -         -         -         -       -         -
  Eagle Mountain . . .  Resid.        -        -       -         -        27         -        27        27       -        27
  Overlake . . . . . .  Resid.      482      474       -         -        30         -       113       113       -       113
  Murfield . . . . . .  Resid.    1,461      597       -     1,025       181        30     1,181     1,211       -     1,211
  Sunrise Pointe . . .  Resid.    1,417      388       -     1,930       330     1,035     2,210     3,245       -     3,245
  Pueblo Seco . . . .   Resid.    4,821      908       -     7,236     1,348       747     7,589     8,336       -     8,336
  Apache Junction I .   Resid.      510    1,091       -    11,791     2,102       328       231       559       -       559
  Apache Junction II .  Resid.      247      891       -     5,523     1,449        95       294       389       -       389
  Apache Junction III.  Resid.    1,679        -       -     8,327       367       481     1,832     2,313       -     2,313
  Bolero Court . . . .  Resid.        -        -       -         -         -         -         -         -       -         -
  Copper Creek . . . .  Resid.      696    1,275       -     1,444       349       726       431     1,157       -     1,157
  Castle Rock . . . .   Resid.     3,281   1,472       -     6,092       203     3,920     1,707     5,627       -     5,627
  Desert Vista I . . .  Resid.       936     331       -     2,724       473        34       119       153       -       153
  Desert Vista II . .   Resid.       590   1,351       -       635       235     1,065     1,458     2,523       -     2,523
  El Mirage (c) . . .   Resid.     3,000       -       -     2,132       369     2,003       512     2,515       -     2,515
  Gladden Farms .(d).   Resid.        -        -       -        13        83         -       553       553       -       553
  Neely Ranch . . . .   Resid.        -        -       -         -         -         -         -         -       -         -
  Rancho Cimarron . .   Resid.        -        -       -         -         -         -         -         -       -         -
  Rancho Cimarron II .  Resid.        -        -       -         -         -         -         -         -       -         -
  Rancho Vistoso . . .  Resid.        -        -       -         -         -         -         -         -       -         -
  Rita Ranch I . . . .  Resid.       96    1,017       -     4,480       810        52       188       240       -       240
  Rita Ranch II . . .   Resid.      947      622       -     1,210       213       635       743     1,378       -     1,378
  Sonoran Vista I . .   Resid.        -      366       -       556       114         -         -         -       -         -
  Sonoran Vista II . .  Resid.      714    1,416       -     1,248       324       999       622     1,621       -     1,621
  Stonehenge . . . . .  Resid.        -        -       -         -         -         -         -         -       -         -
  Suncliff I . . . . .  Resid.       59      273       -     3,467       581        15       131       146       -       146
  Suncliff III . . . .  Resid.        -      163       -       706       139       170       678       848       -       848
  Suncliff IV . . . .   Resid.    2,426      496       -     4,861       890       323     3,249     3,572       -     3,572
  Suncliff V (c) . . .  Resid.      808      696       -       129        70         -       899       899       -       899
  Pelican Creek . . .   Resid.    2,711      870   1,254     2,450       433         -     2,883     2,883       -     2,883
  Valley View Diablo .  Retail      450        -       -         -        24       650         -       650       -       650
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------
  Sub-total . . . . .            52,992   29,625   1,254   112,620    18,330    15,296    74,678    89,974       -    89,974
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------

Land Held for
  Development and
  Sale:
  East II Retail . . .  Land        300      518       -       113         -       631         -       631       -       631
  Flamingo Point,Lot 6  Land        100      679       -         3         -       487         -       487       -       487
  West Haven . . . . .  Land          -    3,004       -       691         -     3,695         -     3,695       -     3,695
  Oquirrh Park (d) . .  Land      3,460    8,051       -       395         -     8,623         -     8,623       -     8,623
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------
  Sub-total . . . . .             3,860   12,252       -     1,202         -    13,436         -    13,436       -    13,436
                                -------  -------  ------  --------  --------  --------  --------  --------  ------  --------

  Total . . . . . . .           $81,083  $48,272  $1,254  $136,711   $20,941   $35,420  $ 99,792  $135,212  $3,587  $131,625
                                =======  =======  ======  ========  ========   =======  ========  ========  ======  ========


                                         Life
                                       on which
                        Date of  Date   Dep is
Description             Constr   Acqd  Computed
----------------------  -------  ----  --------
<S>                     <C>      <C>   <C>
Operating Properties:
  Nellis Exp. Vlge (b)  1987     1986        40
  Levitz I. . . . . .   1991     1990        40
  Furniture Expo  . .   1992     1990        32
  Big Tyme (b) . . . .  1995     1995        20
  Lev. Pad B (Woodys)   1993     1990        34
  Turtle Stop . . . .   1994     1987        40
  Sahara/Decatur (c).   1996     1995        32
  Nellis & Stewart (c)  1996     1995        40
  Las Vegas Sun . . .   1987     1987        32
  SI/Americana . . . .  1991     1991        32
  GSA (c) . . . . . .   1994     1989        40
  Sahara Vista Bldg. A  1996     1989        40
  Arcata Park . . . .   1989     1987        40
  Sahara Vista Bldg. B  1999     1997        40
  Sunrise Ridge . . .   1999     1997        40
  Sub-total . . . . .

Properties Under
  Development:
  Regency, Lot B & C .  -        1991         -
  Rancho/Vegas . . . .  -        1990         -
  Silver Springs . . .  -        1996         -
  Northpark III (b) .   -        1997         -
  Taylor Ranch (c) . .  -        1997         -
  Madre Mesa . . . . .  -        1997         -
  Sutter Creek . . . .  -        1997         -
  Kendall Creek . . .   -        1998         -
  Seven Hills/LM . . .  -        1998         -
  Flamingo-Lindell . .  -        1998         -
  Smoke Ranch . . . .   -        1998         -
  Wood Ranch . . . . .  -        1998         -
  Riverwalk . . . . .   -        1998         -
  Eagle Mountain . . .  -        1999         -
  Overlake . . . . . .  -        1999         -
  Murfield . . . . . .           1999
  Sunrise Pointe . . .  -        1998         -
  Pueblo Seco . . . .   -        1998         -
  Apache Junction I .   -        1998         -
  Apache Junction II .  -        1998         -
  Apache Junction III.  -        1998         -
  Bolero Court . . . .  -        1998         -
  Copper Creek . . . .  -        1998         -
  Castle Rock . . . .   -        1998         -
  Desert Vista I . . .  -        1998         -
  Desert Vista II . .   -        1998         -
  El Mirage (c) . . .   -        1998         -
  Gladden Farms . . .   -        1999         -
  Neely Ranch . . . .   -        1998         -
  Rancho Cimarron . .   -        1998         -
  Rancho Cimarron II .  -        1998         -
  Rancho Vistoso . . .  -        1998         -
  Rita Ranch I . . . .  -        1998         -
  Rita Ranch II . . .   -        1998         -
  Sonoran Vista I . .   -        1998         -
  Sonoran Vista II . .  -        1998         -
  Stonehenge . . . . .  -        1998         -
  Suncliff I . . . . .  -        1998         -
  Suncliff III . . . .  -        1998         -
  Suncliff IV . . . .   -        1998         -
  Suncliff V (c) . . .  -        1998         -
  Pelican Creek . . .   -        1999         -
  Valley View Diablo .  -        1999         -
  Sub-total . . . . .

Land Held for
  Development and
  Sale:
  East II Retail . . .  -        1996         -
  Flamingo Point,Lot 6  -        1990         -
  West Haven . . . . .  -        1999         -
  Oquirrh Park (d) . .  -        1999         -
  Sub-total . . . . .
<FN>
(a)     The basis of the land and building was increased to reflect transactions
        related  to  the acquisition of certain partnership interests in
        connection with the  Company's  initial  public  offering.
(b)     The  property  was  sold  during  2000.  See  Note  24.
(c)     A  partial  sale  occurred  in  2000  on  this  property.
(d)     An additional $1.3 million is included in deposits.
</TABLE>

<PAGE>
     The  following  table  reconciles  the  historical  cost  of properties (in
thousands):
<TABLE>
<CAPTION>
                                              DECEMBER 31,
                                   ---------------------------------
                                     1997       1998        1999
                                   ---------  ---------  -----------
<S>                                <C>        <C>        <C>
Balance at beginning of year. . .  $ 41,305   $ 54,082   $   107,182
Additions during year:
  Acquisitions, improvements, etc    28,558     83,979       117,921
Deductions during year:
  Cost of real estate sold. . . .   (15,781)   (30,879)   (   89,891)
                                   ---------  ---------  -----------
Balance at end of year. . . . . .  $ 54,082   $107,182   $   135,212
                                   =========  =========  ===========
</TABLE>

     The following table reconciles the accumulated depreciation (in thousands):
<TABLE>
<CAPTION>
                                     DECEMBER 31,
                              -------------------------
                               1997     1998     1999
                              -------  -------  -------
<S>                           <C>      <C>      <C>
Balance at beginning of year  $2,497   $2,784   $3,298
Additions during year:
  Depreciation for the year.     635      730      775
Deductions during year:
  Cost of real estate sold .   ( 348)   ( 216)   ( 486)
                              -------  -------  -------
Balance at end of year . . .  $2,784   $3,298   $3,587
                              =======  =======  =======
</TABLE>


<PAGE>
(19)     RESIDENTIAL  DEVELOPMENT

     The  Company's  single-family residential development activities during the
year  ended  December  31,  1999  as  of  December  31,  1999  are  as  follows:

<TABLE>
<CAPTION>
                                                                                                                 ESTIMATED
                                                               NUMBER OF   NUMBER OF   NUMBER OF    NUMBER OF     AVERAGE
                                                                HOMES AT     HOMES     HOMES SOLD   HOMES IN     PRICE PER
PROJECT NAME                    HOME TYPE        LOCATION      COMPLETION   SOLD (1)    IN 1999    BACKLOG (2)   HOME (3)
----------------------------  -------------  ----------------  ----------  ----------  ----------  -----------  -----------
<S>                           <C>            <C>               <C>         <C>         <C>         <C>          <C>
NEVADA
----------------------------
Completed Projects:
 Sunrise Ridge . . . . . . .  Townhomes      Las Vegas                154         154          10            -  $    91,046
                                                               ----------  ----------  ----------  -----------
   Total completed projects                                          154         154          10            -

Under Development:
 Pelican Creek . . . . . . .  Detached       Las Vegas                 79           1           1           34      128,657
 Crescendo at Silver Springs  Cluster homes  Las Vegas                285         121         121           31      119,135
 Sutter Creek . . . . . . .   Detached       Las Vegas                150         113         112           13      119,864
 Sterling at Silver Springs   Cluster homes  Las Vegas                240          50          50           25      107,807
 Kendall Creek . . . . . . .  Townhomes      Sparks                   102          10          10           29      111,708
                                                               ----------  ----------  ----------  -----------
 Total under development . .                                          856         295         294          132

 Total Nevada . . . . . . .                                         1,010         449         304          132
                                                               ----------  ----------  ----------  -----------

UTAH
----------------------------
Completed Projects:
 Wood Ranch . . . . . . . .   Detached       South Jordan              70          70          13            -      185,551
 Riverwalk . . . . . . . . .  Detached       American Fork             13          13          13            -      173,661
                                                               ----------  ----------  ----------  -----------

 Total completed projects .                                            83          83          26            -
Under Development:
 Murfield . . . . . . . . .   Detached       Syracuse                 142           -           -            -      141,143
 The Falls at Overlake . . .  Detached       Tooele                    49           -           -            -      125,990
 Sunrise Pointe I . . . . .   Detached       West Valley City          77          17          17            2      148,132
                                                               ----------  ----------  ----------  -----------
   Total under development .                                          268          17          17            2

   Total Utah . . . . . . .                                           351         100          43            2
                                                               ----------  ----------  ----------  -----------

ARIZONA
----------------------------
Completed Projects:
 Neely Ranch . . . . . . . .  Detached       Gilbert                   22          22           3            -      156,833
 Rancho Vistoso . . . . . .   Detached       Oro Valley                17          17           1            -      209,000
 Rancho Cimarron 1 . . . . .  Detached       Gilbert                   63          63           1            -      169,000
 Bolero Court . . . . . . .   Detached       Phoenix                  130         130          97            -       98,838
 Stonehenge . . . . . . . .   Detached       Gilbert                   57          57           5            -      143,209
 Sonoran Vista 11 . . . . .   Detached       Gilbert                  150         150           8            -      120,025
                                                               ----------  ----------  ----------  -----------

   Total completed projects                                           439         439         115            -
Under Development:
 Sunrise Canyon 1 . . . . .   Detached       Apache Junction          268         260         141           18      101,000
 Sunrise Canyon 2 . . . . .   Detached       Apache Junction          132         116          88            7      104,000
 Sunrise Canyon 3 . . . . .   Detached       Apache Junction           81           7           7           73       99,000
 Copper Creek . . . . . . .   Detached       Oro Valley                61          29          15            5      107,500
 Castle Rock . . . . . . . .  Detached       Phoenix                  166          54          20           20      151,000
 Desert Vista 1 . . . . . .   Detached       Oro Valley                40          39           8            -      165,000
 Desert Vista 2 . . . . . .   Detached       Oro Valley                33           1           1            4      192,000
 Rita Ranch 1 . . . . . . .   Detached       Tucson                    72          70          57           21      101,500
 Rita Ranch 2 . . . . . . .   Detached       Tucson                    63           -           -           21      101,500
 Suncliff 1 . . . . . . . .   Detached       Peoria                   246         245          48            1      101,000
 Suncliff 3 . . . . . . . .   Detached       Peoria                    28           -           -            -      112,500
 Suncliff 4 . . . . . . . .   Detached       Peoria                   135          51          51           42      103,500
 Sonoran Vista 2 . . . . . .  Detached       Gilbert                   24           8           6            6      212,500
 Pueblo Seco . . . . . . . .  Townhomes      Mesa                     166          20          20           25       95,000
                                                               ----------  ----------  ----------  -----------

   Total under development .                                        1,515         900         462          243

 Total Arizona . . . . . . .                                        1,954       1,339         577          243
                                                               ----------  ----------  ----------  -----------

   Grand Total . . . . . . .                                        3,315       1,888         924          377
                                                               ==========  ==========  ==========  ===========
<FN>

(1)     "Number  of  Homes  Sold"  represents  home  sales  which  have  closed in current or prior periods for properties under
development.
(2)     "Number  of  Homes in Backlog" represents homes that have sales contracts but not yet closed.  There can be no assurance
that  the  buyers  will  remain  in  place  long  enough  for  the  Company  to  close  the  sale.
(3)     "Estimated  Average  Price"  represents  the  average sales price per home of actual homes sold or the proposed offering
price  of  homes  to  be  built  in  future  phases  or  in  development.
(4)     The  Company  owns  or  otherwise  controls the land for each planned home development.  In most cases, the planned home
development requires additional entitlements, permits or other actions prior to construction, and there can be no assurance that
all  regulatory  approvals  can  be  obtained.
</TABLE>


<PAGE>
(20)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The  carrying  amounts of cash and cash equivalents, construction contracts
receivable,  costs  and  estimated earnings in excess of billings on uncompleted
contracts,  accounts  payable  and  accrued  expenses, tenant deposits and other
liabilities  and  billings  in  excess  of  costs  and  estimated  earnings  on
uncompleted  contracts  approximate  fair value because of the short maturity of
these  instruments.

Due  from  Tax  Credit  Partnerships

     The  due  from TCP's are valued at fair value, less selling expenses, based
upon  an  appraisal  obtained from an independent third party as of December 31,
1999.

Notes  Receivable,  Due From Related Parties, Notes Payable and Notes Payable to
Related  Parties

     The fair value of the Company's notes receivable, due from related parties,
notes payable and notes payable to related parties approximates their respective
carrying  values,  generally,  due  to  the  short  term nature of the notes and
current  prevailing  interest  rates.

(21)  COMMITMENTS  AND  CONTINGENCIES

     The  Company is involved in various claims and legal actions arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
Company's  consolidated  financial position, results of operations or liquidity.

     The  Company  and  its  two  principal  stockholders  are  guarantors  on
construction  loans  relating to the Tax Credit Partnerships. Total construction
loans payable for these Tax Credit Partnerships were approximately $37.1 million
and  $29.9  million  at  December  31,  1998  and  1999,  respectively.

(22)     INFORMATION  CONCERNING  SEGMENTS

     In 1998, the Company adopted SFAS No. 131, Disclosures about Segments of an
Enterprise  Related  Information ("SFAS 131").  SFAS 131 supersedes SFAS No. 14,
Financial  Reporting  for  Segments  of  a  Business  Enterprise  replacing  the
"industry  segment"  approach  with  the  "management" approach.  The management
approach  designates  the  internal  organization that is used by management for
making  operating  decisions  and  assessing  performance  as  the source of the
Company's reportable segments, SFAS 131 also requires disclosures about products
and  services,  geographic  areas and major customers.  The adoption of SFAS 131
did  not  affect  the  consolidated  financial  results  of  the  Company.

     The  Company has determined that its reportable segments are those that are
based  on  the  Company's  method of internal reporting, which disaggregates its
business  by certain lines of business components.  As of December 31, 1999, the
Company's  four  reportable  operating segments are:  Homebuilding, Design-Build
Services,  Sales  of Commercial Property and Property Operations and Management.
Retail  operations  and corporate activities are included in the "Other" column.
The  financial  results  of the Company's operating segments are presented on an
accrual  basis.  There  are  no  significant  differences  among  the accounting
policies  of  the  segments  as compared to the Company's consolidated financial
statements.  The Company evaluates the performance of its segments and allocates
resources  to  them  based  on revenues and gross profit.  There are no material
intersegment revenues.  The tables below present information about the Company's
operating  segments  as  of  or  for the years ended December 31, 1997, 1998 and
1999,  respectively  (in  thousands):


<PAGE>
<TABLE>
<CAPTION>


                                               DECEMBER 31, 1997
                       -----------------------------------------------------------------------------------


                                                        SALES OF       PROPERTY
                       DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                         SERVICES     HOMEBUILDING      PROPERTY       MANAGEMENT     OTHER       TOTAL
<S>                    <C>            <C>            <C>              <C>           <C>         <C>
                       -------------  -------------  ---------------  ------------  ----------  ----------
Revenue . . . . . . .  $      31,707  $      11,058  $        11,540  $      3,583  $    1,508  $   59,396
Costs . . . . . . . .         26,981         10,139            7,127           724           -      44,971
                       -------------  -------------  ---------------  ------------  ----------  ----------
 Gross profit . . . .  $       4,726  $         919  $         4,413  $      2,859  $    1,508  $   14,425
                       =============  =============  ===============  ============  ==========  ==========

Depreciation and
 amortization expense  $           -  $           -  $             -  $        692  $      701  $    1,393

Interest expense. . .  $           -  $           -  $             -  $   (  2,033) $ (  1,053) $ (  3,086)
Interest income . . .  $           -  $           -  $             -  $        971  $       14  $      985

Total assets. . . . .  $      25,658  $      14,842  $             -  $     42,962  $    6,658  $   90,120
</TABLE>

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1998
                        ---------------------------------------------------------------------------------
                                                         SALES OF       PROPERTY
                       DESIGN-BUILD                     COMMERCIAL    OPERATIONS AND
                         SERVICES      HOMEBUILDING      PROPERTY       MANAGEMENT    OTHER      TOTAL
                       -------------  --------------  ---------------  ------------  --------  ----------
<S>                    <C>            <C>             <C>              <C>           <C>       <C>
Revenue . . . . . . .  $      51,524  $       27,634  $         7,823  $      3,515  $  1,676  $   92,172
Costs . . . . . . . .         40,863          23,754            7,710           815         -      73,142
                       -------------  --------------  ---------------  ------------  --------  ----------
 Gross profit . . . .  $      10,661  $        3,880  $           113  $      2,700  $  1,676  $   19,030
                       =============  ==============  ===============  ============  ========  ==========

Depreciation and
 amortization expense  $           -  $           62  $             -  $        722  $    903  $    1,687

Interest expense. . .  $           -  $        (  1)  $             -  $  (  2,187)  $(  149)  $(  2,337)
Interest income . . .  $           -  $            -  $             -  $        383  $    722  $    1,105

Total assets. . . . .  $      45,642  $       71,845  $             -  $     48,377  $  5,131  $  170,995
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                 DECEMBER 31, 1999
                        -------------------------------------------------------------------------------------
                           SALES OF        PROPERTY
                         DESIGN-BUILD     COMMERCIAL    OPERATIONS AND
                           SERVICES      HOMEBUILDING      PROPERTY       MANAGEMENT     OTHER       TOTAL
                        --------------  --------------  ---------------  ------------  ----------  ----------
<S>                     <C>             <C>             <C>              <C>           <C>         <C>
Revenue. . . . . . . .  $       16,621  $      102,713  $         4,901  $      3,532  $    2,365  $  130,132
Costs. . . . . . . . .          18,986          93,014            6,917         1,040           -     119,957
Write down of TCP's. .          25,305               -                -             -           -      25,305
                        --------------  --------------  ---------------  ------------  ----------  ----------
 Gross profit (loss) .  $    ( 27,670)  $        9,699  $        (2,016) $      2,492  $    2,365  $( 15,130)
                        ==============  ==============  ===============  ============  ==========  ==========

Depreciation and
 amortization expense.  $            -  $          495  $             -  $        742  $    1,125  $    2,362

Interest expense . . .  $            -  $       (  81)  $             -  $  (  1,879)  $(  3,370)  $(  5,330)
Interest income. . . .  $            -  $           27  $             -  $        816  $        -  $      843

Total assets . . . . .  $       17,170  $      109,349  $             -  $     33,843  $   19,054  $  179,416
</TABLE>


<PAGE>

(23)  QUARTERLY  FINANCIAL  DATA  (UNAUDITED)

     The  following  tables reflect the Company's unaudited quarterly results of
operations  (in  thousands,  except  per  share  amounts):

<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS ENDED
                                         ---------------------------------------------------------------------------
                                          MARCH 31, 1998    JUNE 30, 1998    SEPTEMBER 30, 1998   DECEMBER 31, 1998
                                         ----------------  ---------------  --------------------  ------------------
<S>                                      <C>               <C>              <C>                   <C>
Total revenue . . . . . . . . . . . . .  $        12,709   $       21,868   $             18,998  $           38,597
Total cost of revenue . . . . . . . . .            9,602           16,624                 14,937              31,979
                                         ----------------  ---------------  --------------------  ------------------
   Gross profit . . . . . . . . . . . .            3,107            5,244                  4,061               6,618
                                         ----------------  ---------------  --------------------  ------------------
General and administrative expenses . .              752            1,684                  1,164               1,442
Depreciation and amortization . . . . .              391              375                    431                 490
                                         ----------------  ---------------  --------------------  ------------------
   Operating income . . . . . . . . . .            1,964            3,185                  2,466               4,686
                                         ----------------  ---------------  --------------------  ------------------

Total other income (expense). . . . . .             (369)            (460)                ( 534)                 106
                                         ----------------  ---------------  --------------------  ------------------
 Income before provision for
   income taxes . . . . . . . . . . . .            1,595            2,725                  1,932               4,792
 Provision for income taxes . . . . . .              444              895                    561               1,413
                                         ----------------  ---------------  --------------------  ------------------
   Net income                            $         1,151   $        1,830   $              1,371  $            3,379
                                         ================  ===============  ====================  ==================

EARNINGS PER COMMON SHARE:

Basic
---------------------------------------
Net income. . . . . . . . . . . . . . .  $          0.15   $         0.24   $               0.18  $             0.44
                                         ================  ===============  ====================  ==================
Weighted-average number of common
 shares outstanding . . . . . . . . . .        7,624,310        7,661,422              7,661,422           7,676,965
                                         ================  ===============  ====================  ==================

Diluted
---------------------------------------
Net income. . . . . . . . . . . . . . .  $          0.15   $         0.24   $               0.18  $             0.44
                                         ================  ===============  ====================  ==================
Weighted-average number of common
   share outstanding assuming dilution.        7,679,049        7,671,509              7,661,781           7,688,556
                                         ================  ===============  ====================  ==================
</TABLE>


<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS ENDED
                                         ----------------------------------------------------------------------------
                                          MARCH 31, 1999    JUNE 30, 1999    SEPTEMBER 30, 1999    DECEMBER 31, 1999
                                         ----------------  ---------------  --------------------  -------------------
<S>                                      <C>               <C>              <C>                   <C>
Total revenue . . . . . . . . . . . . .  $        29,552   $       34,416   $            38,650   $           27,514
Total cost of revenue . . . . . . . . .           24,391           28,100                33,289               59,482
                                         ----------------  ---------------  --------------------  -------------------
   Gross profit (loss)                             5,161            6,316                 5,361              (31,968)
                                         ----------------  ---------------  --------------------  -------------------
General and administrative expenses . .            2,040            2,362                 2,813                3,506
Depreciation and amortization . . . . .              531              577                   627                  627
                                         ----------------  ---------------  --------------------  -------------------
   Operating income (loss)                         2,590            3,377                 1,921             ( 36,101)
                                         ----------------  ---------------  --------------------  -------------------

Total other income (expense)                      (1,358)          (1,872)               (1,198)                 (96)
                                         ----------------  ---------------  --------------------  -------------------
 Income (loss) before provision
   (benefit) for income taxes                      1,232            1,505                   723         (     36,197)
 Provision (benefit) for income taxes           (    378)        (    411)            (     176)        (      3,483)
                                         ----------------  ---------------  --------------------  -------------------
   Net income (loss)                     $           854   $        1,094   $               547   $     (     32,714)
                                         ================  ===============  ====================  ===================

EARNINGS (LOSS) PER COMMON SHARE:

Basic
---------------------------------------
Net income (loss)                        $          0.11   $         0.14   $              0.07   $     (       4.19)
                                         ================  ===============  ====================  ===================
Weighted-average number of common
 shares outstanding . . . . . . . . . .        7,732,922        7,732,922             7,732,922            7,807,709
                                         ================  ===============  ====================  ===================

Diluted
---------------------------------------
Net income (loss)                        $          0.11   $         0.14   $              0.07   $      (      4.19)
                                         ================  ===============  ====================  ===================
Weighted-average number of common
   share outstanding assuming dilution.        7,734,817        7,734,185             7,733,089            7,807,709
                                         ================  ===============  ====================  ===================
</TABLE>


<PAGE>
(24)  SUBSEQUENT  EVENTS

Retirement  of  Debt and Sale of Properties.
--------------------------------------------
     An  agreement (effective May 12, 2000) has been reached with a group of the
Company's  various  individual  debt  holders  ("Debt  Holder").  The  agreement
provides  for the Debt Holder to acquire assets from the Company with a carrying
value of approximately $11.3 million, comprised of the Company's rights to a 914
acre  parcel  of  undeveloped  land  in  Tucson,  Arizona,  an 80 acre parcel of
undeveloped  land  in  North  Las  Vegas,  Nevada,  and  two  properties  under
development  in  Phoenix, Arizona.  In exchange for such assets, the Debt Holder
will  forgive  any  and  all  indebtedness  of  the Company in favor of the Debt
Holder,  currently  aggregating  approximately  $34.1  million ($27.8 million at
December  31,  1999)  and bearing interest rates ranging from 0.0% to 30.0%, and
the  Company will receive the Debt  Holder's  interest  in a condominium project
that has a fair value of approximately  $8.5 million  and  related  debt of $5.5
million (assumed by the Company) and the Debt Holder's assumed  Company  debt of
approximately $2.7 million on  the two Phoenix, Arizona properties.  The primary
asset being given in exchange for the extinguishment of debt is  a  contract  to
acquire the 914 acre parcel, which is recorded as a $1.8 million  asset  on  the
Company's Consolidated Balance Sheet.  Through May 12, 2000 the Company has sold
three operating  properties and two parcels of land, with  a  carrying  value of
approximately  $5.3  million  and debt of approximately $4.2 million at December
31,  1999,  for  a total of approximately $6.1 million.  These sale transactions
resulted in additional retirement of debt  of approximately  $4.2  million.  The
sale of properties and extinguishment of debt will  result in debt retirement of
approximately $39.9 million and a gain of approximately $26.1 million  in  2000.

Reduction  in  Workforce
------------------------

     The  Company has decreased its workforce in the first quarter of 2000 by 68
employees or 27.9% of the  Company's workforce, which is expected to result in a
reduction  of  approximately  $2.4  million  per  year in payroll related costs.

VOA  Agreement
--------------

     On  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA)  National Housing Corp. which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company issued
457,142  shares  of  Saxton Common Stock to acquire certain of VOA's interest in
Tax Credit Partnerships.  The purchase/settlement agreement required the Company
to deliver to VOA, $1,000,000 worth of stock (457,142 shares at $2.25 per share,
the  market price on March 12, 2000).  These shares represent approximately 5.8%
of  the  Company's  Common  Stock issued and outstanding on March 12, 2000.  The
Company  also  agreed to pay $325,000 in cash to VOA, of which $125,000 was paid
in  the  first  quarter  of  2000,  with  the  remainder  to  be  paid in annual
installments,  over  the  next  two  years.  The $1,325,000 has been recorded as
Investment in Joint Ventures held for sale at December 31, 1999 and was included
in  the  market  valuation  of  all  TCP  properties.


<PAGE>
INDEPENDENT  AUDITORS'  REPORT

To  the  Board  of  Directors  and  Stockholders
Saxton  Incorporated:

We  have  audited  the  accompanying  consolidated  statements  of  operations,
stockholders'  equity  and  cash  flows of  Saxton Incorporated and subsidiaries
(the  "Company")  for  the  year  ended  December  31, 1997.  These consolidated
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America.  Those  standards require that we plan and
perform the audit to obtain reasonable assurance  about  whether  the  financial
statements  are  free  of  material misstatement.  An audit includes examining,
on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures in the
financial  statements.  An  audit  also  includes assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial statement presentation.  We  believe  that our
audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the results of operations and cash flows of
Saxton Incorporated and subsidiaries for the year ended December 31, 1997, in
conformity with accounting  principles  generally  accepted in the United States
of America.

KPMG  LLP

Las  Vegas,  Nevada
March  24,  1998



<PAGE>