U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-KSB

                    [X[ ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 1999

                           Commission File No. 0-29582
                         UNITED COMMUNITY HOLDINGS, INC.
           (Name of Small Business Issuer as specified in its Charter)
<TABLE>

<S>                               <C>                                             <C>       <C>

      Nevada                      16910 Dallas Parkway, Suite 100, Dallas, Texas  75248      75-2300997
(State or Other Jurisdiction            (Address of Principal Executive Office,             (IRS Employer
 of incorporation)                          including Zip Code)                              Identification No.)

</TABLE>

                                 (972) 248-1922
              (Registrant's telephone number, including area code)

            (Registrant's former name: Pacific Great China Co., Ltd.)

         Securities Registered under Section 12(b) of the Exchange Act:

  Title of each Class                  Name of Each Exchange on which Registered

         None                                                 None

Securities  registered  Under Section  12(g) of the Exchange Act:  Common Stock,
$0.00001 Par Value

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  management'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. [ X ]

State issuer's revenues for its most recent fiscal year:  $-0-.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $-0-(stock is not quoted).

As of March 27, 1999 the issuer had 8,000,818  shares of common stock issued and
outstanding.







<PAGE>


PART 1

Item 1      DESCRIPTION OF THE BUSINESS


General

History of Corporations forming the Registrant

         This  registrant  was  incorporated  on May  31,  1989  with  the  name
Professionalistics, Inc. under the laws of the State of Delaware. It changed its
name to  Pacific  Great  China  Co.,  Ltd.  (herein  "PGCC")  on May 8,  1996 in
anticipation  of  a  planned   business   acquisition  or  merger   transaction.
Subsequently,  during  1996,  the  anticipated  business  acquisition  or merger
transaction was abandoned and canceled.  PGCC's principal shareholder was Halter
Capital Corporation, a Delaware corporation specializing in providing consulting
services, especially to small businesses.

         On December  17,  1998 PGCC  changed  its state of  incorporation  from
Delaware to Nevada by means of a merger with and into United Community Holdings,
Inc., a Nevada  corporation  (herein  "UCHI")  formed  solely for the purpose of
effecting the  reincorporation.  The Certificate of Incorporation  and Bylaws of
UCHI  are  the  Certificate  of  Incorporation   and  Bylaws  of  the  surviving
corporation.  Such  Certificate of  Incorporation  changed the company's name to
United Community Holdings,  Inc. and modified the company's capital structure to
allow  for the  issuance  of  50,000,000  total  equity  shares,  consisting  of
50,000,000 shares of common stock with a par value of $0.00001 per share (herein
the "Common Stock).

         Prior to its  merger  with PGCC,  UCHI did not  engage in any  business
activities and the business purpose of UCHI was primarily to seek out and obtain
an acquisition or merger  transaction  whereby its stockholders would benefit by
owning an interest in a viable business enterprise. Since UCHI had no operations
or significant  assets, its principal potential for profits came solely from the
business or operations it would receive in an acquisition or merger transaction.
A merger or  acquisition  transaction  with UCHI would  allow a  privately  held
company to become a publicly owned  corporation  with a broad  shareholder  base
without  experiencing  the  substantial  time delays and financial  expenditures
imposed by some of the filing requirements of federal and state securities laws.

         Rosemont Gardens Funeral Chapel-Cemetery,  Inc. (herein "Rosemont") was
incorporated  on March 4,  1994  under  the  laws of the  State of  Mississippi.
Rosemont has an authorized  capital  stock of 10,000 shares of common stock,  of
which only 1000 shares are issued and outstanding. All of its outstanding shares
were originally  owned by James F. Robinson.  Rosemont founded in 1994 a funeral
home and cemetery in Jackson,  Mississippi  that it operates.  This  business is
known as Rosemont Gardens Memorial Park. See "Description of UCHI's Business and
Plans for Development", below.



                                       2


<PAGE>


 Control of  UCHI Purchased by Robinson

         In January  1999,  pursuant  to a Stock  Purchase  Agreement  signed on
November 19, 1998, James F. Robinson (herein "Robinson")  obtained a controlling
interest in UCHI by acquiring from Halter Capital Corporation  7,200,000 shares,
or  approximately  90% of the  issued and  outstanding  common  stock,  of UCHI.
Robinson  paid  $50,000  cash as  consideration  for that  stock  and for  other
services to be rendered by Halter Capital  Corporation  ("HCC").  As of December
17, 1998 Pacific Great China Co.,  Ltd., a Delaware  corporation,  had more than
700  shareholders  but no  assets  and no  liabilities.  On that  same date PGCC
executed a Merger  Agreement  with UCHI  whereby  PGCC was merged  with and into
UCHI,  with one share of UCHI's  common stock being  exchanged for each share of
common stock of PGCC then outstanding.  As a result,  United Community Holdings,
Inc., a Nevada  corporation,  is the surviving  corporation  resulting from that
merger and the registrant filing this registration statement.


Acquisition of Rosemont Gardens Funeral Chapel-Cemetery, Inc.

         As of January 1, 1999,  Robinson and UCHI entered into a Stock Purchase
Agreement  (under that date) whereby  Robinson sold all of the stock in Rosemont
which he then owned  (representing  100% of the issued and outstanding shares of
Rosemont)  to UCHI in exchange  for 1000  shares of UCHI's  common  stock.  As a
result of this transaction Rosemont has become a wholly owned subsidiary of UCHI
and at present it is its only operating subsidiary.

         As discussed  above, the reason UCHI entered into this transaction with
Robinson  was so that it could  complete an  acquisition  or merger  transaction
whereby  its  shareholders  would  benefit  by  owning an  interest  in a viable
business enterprise. Specifically, UCHI desired to enter into a transaction with
a  company  such as  Rosemont  that on a  consolidated  basis  either  presently
qualified,  or in the near  future  would  qualify,  for  listing  on the Nasdaq
SmallCap  Market.  Upon analysis of  Robinson's  business plan for Rosemont (See
"Description  of UCHI's  Business  and Plans for  Development",  below),  it was
determined  that  UCHI  had  specific  plans to meet the  assets  and net  worth
criteria to be listed on the Nasdaq  SmallCap  Market.  For these reasons,  UCHI
believed it could best enhance its shareholders'  interests in the registrant by
consummating this transaction with Robinson.

         UCHI's principal  office,  as well as the principal office of Rosemont,
is  located  at 3935  Interstate  55  South,  Jackson,  Mississippi  39212.  The
telephone number for both is (601) 371-0009.

Current Operations of UCHI

         UCHI  continues  to  analyze  the  dramatically  and  rapidly  changing
industry  conditions  and  to  develop  proactive  business  strategies.  As the
acquisition  landscape began  challenging  following  negative  announcements by
larger industry players during the year, UCHI started to identify strategies. We
intend to prepare our company for  significant and  opportunistic  growth due to
our belief that there will be dramatic  ownership  restructuring  of  previously
consolidated  industry  assets  by  others  over  the  next  12  to  24  months.
Accordingly,  we will seek to align ourselves with one or more capital  partners
that share our view of the opportunities in the industry.

         UCHI  currently  owns 100% of the  stock of  Rosemont  Gardens  Funeral
Chapel-Cemetery,   Inc.   Rosemont  Gardens   currently   operates  in  Jackson,
Mississippi  where  cremation  only  represents 2% of services as compared to as
much as 50% in some  areas.  We have  aggressively  moved into the  funeral  and
cemetery business and are servicing its pre-need and at-need customers.  We also
operate a vault  manufacturing  section which also provides vault merchandise to
our  customers  on-site.  We  furnish  transportation  for our  at-need  funeral
services  and also have  available  a  mortuary  and/or  embalming  facility  to
facilitate the funeral home's embalming services.

         Rosemont Gardens has doubled its funeral volume over 1998 and is poised
to  make a  significant  gain  in the  Year  2000.  Administrative  offices  are
maintained  with a staff of  personnel  for the  purposes of keeping  records of
pre-need sales and customer services.  Funeral directors are on staff to conduct
the day to day funeral services.

         Certain  statements  made herein or elsewhere  by, or on behalf of, the
Company  that  are not  historical  facts  are  intended  to be  forward-looking
statements  within the  meaning of the safe  harbor  provisions  of the  Private
Securities Litigation Reform Act of 1995.



                                       3

<PAGE>

Description of UCHI's Business and Plans for Development

         UCHI's strategic plan is to acquire and/or  construct,  own and operate
funeral homes,  cemeteries and pre-arrangement  centers at various strategically
selected sites in the Southeastern portion of the United States. Each geographic
area selected for development of these  community-based  funeral  homes/cemetery
operations and pre-need  centers will be developed in a "cluster" of facilities.
The exact  composition  of each cluster will vary  depending on the  anticipated
demands for the  company's  services in each  geographic  area  selected and the
results of a study to be conducted by UCHI of various  demographic  factors,  as
well as the present and  potential  markets for funeral  homes,  cemeteries  and
pre-arrangement service centers. The clustering of existing operating facilities
which have been acquired  along with the  construction  of economical  satellite
facilities  and  pre-arrangement  sales  centers  will  provide  UCHI  with  the
appearance  of  an  "overnight"   presence  in  the  communities   selected  for
development.  Clustering  these  facilities  will also  help to  ensure  that an
adequate cash flow can be generated by the  facilities in each cluster to assure
financial  independence  and  reduce  the  need for cash  infusions  from  other
operating clusters. This clustering approach and the use of standardized designs
for  the  physical   facilities  will  limit  construction  costs  and  increase
operational economies. The cluster concept will permit the economical sharing of
personnel and other resources among the facilities in each cluster, for example,
embalming facilities, hearses, cremation equipment, administrative and financial
services,  etc.  Actual  clusters will vary in  configuration  from area to area
depending on the availability of existing operating  facilities,  the population
of the geographic area, the perceived needs in the area and other factors.

         During  its  initial  development  phase,  UCHI  will  seek to  acquire
ownership   interests  in  existing  funeral  and/or  cemetery   operations  and
facilities,  including  undeveloped  acreage to be used for new  funeral  and/or
cemetery operations, all of which will be located in the Southeastern portion of
the United States.  UCHI may acquire such  properties  and  operations  directly
using  leverage,  newly  raised  capital or its own  internal  funds,  or by the
issuance of additional  shares of stock of UCHI which are  currently  authorized
but unissued.  There is no assurance  that UCHI will acquire  ownership of, or a
controlling  interest  in,  any of the  aforementioned  types of  properties  or
businesses  and,  as of the  date of this  registration  statement,  UCHI has no
contracts or understandings to acquire any such properties or businesses and has
not yet held any  discussions  which might  result in any such  acquisitions  or
purchases.  While  UCHI's  management  is  hopeful  that  such  acquisitions  or
purchases  can  be  consummated  on  favorable   terms,  it  can  make  no  such
representations.

         Management  believes that there are  opportunities  for UCHI to acquire
ownership  interests in several  existing  operations  in its industry  that are
under-performing in their markets due to ineffective management and marketing or
substandard  facilities.  UCHI may attempt to acquire  such  operations  and, by
using UCHI's experienced staff of professionals,  to increase the efficiency and
profitability of such operations and/or remodel the existing  facilities,  while
creating a larger network of funeral homes and cemeteries  that can benefit from
UCHI's unique approach to serving its clientele.

         At the  present  time UCHI has not  identified  any  specific  business
opportunity  that it plans to pursue,  nor has UCHI  reached  any  agreement  or
definitive  understanding  with any person concerning an acquisition.  Moreover,
none of UCHI's officers,  directors or promoters,  and no affiliate of UCHI, has
had any preliminary  contact or discussions with a  representative  of any other
company  regarding the  possibility of an acquisition or merger between UCHI and
such other  company.  No assurance  can be given that UCHI will be successful in
finding or acquiring a desirable  business  opportunity or that any  acquisition
that occurs will be on terms that are  favorable  to UCHI and its  stockholders,
given the fact that only limited funds are currently  available for acquisitions
and that UCHI does not know whether it can raise the additional capital which it
believes is necessary to expand.

         It is  anticipated  that  business  opportunities  will  come to UCHI's
attention  from various  sources,  including  its officers  and  directors,  its
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community, and others who may present unsolicited proposals.  UCHI has no plans,
understandings,  agreements,  or commitments with any individual for such person
to act as a finder of opportunities for UCHI.



                                       4

<PAGE>



         UCHI does not  foresee  that it would  purchase an interest in or enter
into a contract  with any business  with which an officer or director of UCHI is
affiliated.  Should  UCHI's  management  determine  in the  future,  contrary to
management's current expectations, that a transaction with an affiliate would be
in the best interests of UCHI and its stockholders,  UCHI is permitted by Nevada
law to enter into such a transaction if:

         (1) The  material  facts  as to the  relationship  or  interest  of the
     affiliate and as to the contract or transactions are disclosed or are known
     to the Board of  Directors,  and the  Board in good  faith  authorizes  the
     contract  or  transaction  by the  affirmative  votes of a majority  of the
     disinterested directors, even though the disinterested directors constitute
     less than a quorum; or

         (2) The  material  facts  as to the  relationship  or  interest  of the
     affiliate and as to the contract or transaction  are disclosed or are known
     to  the  stockholders  entitled  to  vote  thereon,  and  the  contract  or
     transaction  is  specifically  approved  in  good  faith  by  vote  of  the
     stockholders; or

         (3) The contract or transaction is fair as to UCHI as of the time it is
     authorized,  approved  or  ratified,  by  the  Board  of  Directors  or the
     stockholders.

         The analysis of business  opportunities  will be undertaken by or under
the supervision of UCHI's executive  officers and directors.  See  "Management."
UCHI  anticipates  that it will  consider,  among other  things,  the  following
factors:

         (1)  Potential for growth and profitability, and anticipated market
     expansion;

         (2)  Competitive  position,  as compared to other  companies of similar
     size and  experience  within  the  industry  segment  as well as within the
     industry as a whole;

         (3)  Strength  and  diversity  of  existing  management  or  management
     prospects that are scheduled for recruitment;

         (4)  Capital  requirements  and  anticipated  availability  of required
     funds,  to be  provided  by UCHI or from  operations,  through  the sale of
     additional securities,  through joint ventures or similar arrangements,  or
     from other sources;

         (5) The cost of  participation  by UCHI as  compared  to the  perceived
     tangible and intangible values and potential of such an acquisition;

         (6)      The extent to which the business opportunity can be advanced;

         (7) UCHI's perception of how any particular  business  opportunity will
     be received by the investment community and by UCHI's stockholders;

         (8) The  accessibility  of required  management  expertise,  personnel,
     services, professional assistance, and other required items; and

         (9) Whether the financial  condition of the business  opportunity would
     be, or would  have a  significant  prospect  in the  foreseeable  future to
     become,  such as to permit the  securities of UCHI,  following the business
     combination,  to qualify to be listed on a  national  automated  securities
     quotation system, such as Nasdaq.

         UCHI has no employees but Rosemont currently employs  approximately ten
people on a full time basis.  No employees are members of collective  bargaining
units.
                                       5

<PAGE>


Environmental Matters

UCHI is not aware of any environmental  liability  relating to its facilities or
operations  that would have a material  adverse  affect on UCHI,  its  business,
assets or results of operations.

Inflation

Inflation has not historically  been a material effect on UCHI's  operations and
is not expected to have a material  impact on the company or its  operations  in
the future.

 Competition

The funeral  home/cemetery  industry in the United States has historically  been
highly fragmented, consisting of numerous small operations, typically owned by a
family with  strong ties to its local  geographic  service  area.  Many of these
family-owned  businesses do not have successors who are active in the management
of the business.  Based on past  experience with such owners and the dynamics of
the industry,  UCHI  believes that many of these  business es can be acquired at
attractive cash flow multiples.

Nevertheless,  in the past twenty  years there has been a growing  trend in this
industry toward mergers and  consolidation  and several large  corporations have
acquired thousands of formerly independent operators.  While some of these giant
competitors  have  recently  evidenced  problems   (apparently   resulting  from
difficulties in economically  assimilating their past acquisitions and/or making
acquisitions  that were priced  unrealistically),  these large  competitors have
assets,  readily  marketable  stock,  cash and other  advantages in  negotiating
potential merger or acquisition transactions that UCHI, at its current size, can
not effectively counter.


Item 2.  Description of Property

Jackson, Mississippi Property

         Rosemont Gardens  Memorial Park,  which is owned by UCHI's  subsidiary,
Rosemont Gardens Funeral Chapel-Cemetery,  Inc. is situated on 106 acres of land
located  within the city limits of  Jackson,  Mississippi.  It is a  combination
funeral  home and  perpetual  care  cemetery  and  mausoleum.  The funeral  home
contains  approximately  17,000 square feet and is designed in the fashion of an
ante-bellum  mansion.  Its dramatic  presentation  - high upon a hill  bordering
Interstate  55 -  offers  impressive  visibility  and  has  enabled  rapid  name
recognition.  It has been designed to be the  "flagship" of a national  chain of
community funeral homes and pre-arrangement  centers. This facility is currently
large  enough  to  accommodate  the  financial,   administrative   and  training
facilities that UCHI and its subsidiary will need for several years.

Item 3.  Legal Proceedings.

         The Company is not a party to any material pending litigation nor is it
aware of any threatened legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were  submitted to securities  holders during the year ended
December 31, 1999.


                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Market Information

         The stock does not trade on any exchange or the OTC market. There is no
known public  market for this  security.  As of March 15,  1999,  there were 681
holders on record of the Company's  common stock,  holding a  total of 8,000,818
shares.


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)  General Information

United Community  Holdings,  Inc. (Company) was incorporated under the corporate
name of Professionalistics, Inc. on May 31, 1989, under the laws of the State of
Delaware,  as  a  wholly-owned  subsidiary  of  Halter  Venture  Corporation,  a
publicly-owned corporation . The Company changed its name to Pacific Great China
Co.,  Ltd.  on May 8, 1996 as a result of an  action by the  Company's  Board of
Directors  in  anticipation  of a business  acquisition  or merger  transaction.
Subsequently,  this anticipated  business  acquisition or merger transaction was
mutually canceled by both parties.

                                       6

<PAGE>


On December  17,  1998,  the Company  changed  its state of  Incorporation  from
Delaware  to  Nevada  by means of a  merger  with and into a Nevada  corporation
formed solely for the purpose of effecting the reincorporation.  The Articles of
Incorporation  and  Bylaws  of  the  Nevada  corporation  are  the  Articles  of
Incorporation  and  Bylaws  of  the  surviving  corporation.  Such  Articles  of
Incorporation did not change the capital structure of the Company. The effect of
this action also changed the Company's name to United Community Holdings, Inc.

On November 19, 1998,  the Company's  then majority  shareholder  sold 7,200,000
shares of the  7,750,129  shares  held by the then  majority  shareholder  to an
unrelated  third party in  anticipation  of a business  combination  transaction
whereby the Company would merge with and into a privately held operating company
during the first quarter of 1999.

On February 28, 1999,  effective  as of January 1, 1999,  the Company  exchanged
1,000  shares of  restricted,  unregistered  common  stock with its then current
majority  shareholder for 100.0% of the issued and outstanding stock of Rosemont
Gardens Funeral Chapel-Cemetery, Inc. (a Mississippi corporation) (Rosemont). At
closing, Rosemont became a wholly-owned subsidiary of the Company

The  acquisition of Rosemont by the Company was accounted in accordance with the
provisions of  Interpretation  #39 of Accounting  Principles  Board Opinion #16,
whereby the combination of entities under common control are accounted for on an
"as-if-pooled"  basis with the Company  being the parent  company  and  Rosemont
being a wholly-owned subsidiary.  These consolidated entities are referred to as
Company.  Accordingly,  the consolidated financial statements of the Company and
Rosemont represent the historical  consolidated  financial  statements as of the
first day of the first period presented.

Rosemont  Gardens  Funeral  Chapel-Cemetery,   Inc.  (Rosemont)  was  originally
incorporated  on March 4,  1994  under  the  laws of the  State of  Mississippi.
Rosemont's  operations  consist  of a funeral  home and  cemetery  operation  in
Jackson, Mississippi. Rosemont personnel at the funeral service location provide
all  professional  services  related to funerals,  including  the use of funeral
facilities  and  motor  vehicles.  Funeral  related  merchandise  is sold at the
funeral service location.  Rosemont sells prearranged funeral services whereby a
customer contractually agrees to the terms, conditions and price of a funeral to
be  performed  at an unknown  future date at the time the  contract is executed.
Rosemont's  cemetery  provides cemetery  interment rights  (including  mausoleum
crypts and lawn  spaces)  and  certain  merchandise  including  stone and bronze
memorials and burial vaults.  These items may be sold on either a pre-need or an
at-need  basis.  Rosemont  personnel  at the  cemetery  site  perform  interment
services and provide management and maintenance of the cemetery grounds.

                                       7

<PAGE>

(3)  Results of Operations

Year ended December 31, 1999 compared to the year ended December 31, 1998
-------------------------------------------------------------------------

The  operations  for the year ended December 31, 1999 compared to the year ended
December  31,  1998 show a continued  maturation  and market  acceptance  of the
products  and  operations  of  the  Company's  Rosemont  subsidiary.  Recognized
revenues  for 1999 were  approximately  $400,000 as  compared  to  approximately
$251,000  for the  preceding  year.  The Company  recognizes  revenues  upon the
provision of funeral services, sale of funeral,  cemetery or related merchandise
or upon the  receipt of at least 25% of the  initial  sales  price for  cemetery
spaces and/or crypts.

The Company  incurred  cost of sales and  providing  services  of  approximately
$183,000 and $168,000,  respectively,  for the years ended December 31, 1999 and
1998. Costs related to cemetery  merchandise and funeral services are recognized
at the time the service is  provided.  Sales  commissions,  for both at-need and
pre-need  funeral sales and sales of cemetery spaces and/or crypts,  are charged
to expense,  less a nominal  percentage,  in the month the  related  contract is
recorded.  The  allocated  cost of cemetery  spaces  and/or crypts is charged to
operations  at the  time  that at least  25% of the  initial  contract  price is
received by the Company in cash. Total commissions expense, principally incurred
on the sales of pre-need  contracts for funeral  services and/or cemetery spaces
or crypts was approximately $61,000 and $78,000,  respectively,  during 1999 and
1998.

The Company  realized  gross  profits of  approximately  $217,000  (54.286%) for
Calendar 1999 as compared to  approximately  $83,000 (33.09%) for Calendar 1998.
This  change  in gross  profit  percentage  is due to  management's  value-based
product  pricing  policies to provide quality funeral and burial services to the
general  public and the  direct  charge to  operations  for  commissions  at the
inception of a long-term  receivable  for either pre- need  funeral  services or
cemetery  spaces/crypts.  Periods in which there are high sales of new long-term
contracts  without either the provision of funeral services or the receipt of at
least 25% of the initial  contract price on cemetery spaces or crypts will cause
fluctuations  and lower gross profit  percentages  due to the Company's  revenue
recognition policies.

The  Company  continues  to  monitor  its  expenditures  for  general  operating
expenses,  principally  personnel costs and  professional  fees. The Company had
aggregate  general and  administrative  expenses of  approximately  $344,000 for
Calendar 1999 as compared to approximately  $481,000 for Calendar 1998. Interest
expense  decreased by approximately  $48,000,  from  approximately  $236,000 for
Calendar  1998 to  approximately  $188,000 for Calendar  1999.  This decrease in
interest  expense  is  directly  related  to  the  1998  debt  restructuring  of
short-term borrowings into a long-term debt agreement and/or periodic reductions
in the Company's line of credit during the year as cash collections on long-term
receivables for funeral services and/or cemetery spaces or crypts allowed during
1999.  Depreciation  and  amortization  is  relatively  constant  based  on  the
completion of the Rosemont  visitors  center and related  placement into service
during the first  quarter of 1998 and some  additions to property and  equipment
during 1999.

The principal  source of cash to support daily  operations is the  collection of
contractual  receivables for both prearranged  funeral services and the sales of
cemetery  spaces or crypts.  This area  continues  to  experience  growth in the
number and dollar amount of contracts placed in effect on a cumulative basis and
the related cash flows therefrom.

Earnings per share  improved  from  $(0.09) per share for 1998 to  approximately
$(0.06) per share for 1999.

Year ended December 31, 1998 compared to the year ended December 31, 1997
-------------------------------------------------------------------------

The  operations  for the year ended December 31, 1998 compared to the year ended
December 31, 1997  represent the first full year of operations for the Company's
Rosemont subsidiary. Recognized revenues for 1998 were approximately $251,000 as
compared  to  approximately  $89,000  for  the  preceding  year.  The  Company's
facilities  opened  for  business  mid-first  quarter  of  1998  and  was  under
construction  during periods prior to that. The Company recognizes revenues upon
the  provision  of  funeral  services,  sale of  funeral,  cemetery  or  related
merchandise  or upon the receipt of at least 25% of the initial  sales price for
cemetery spaces and/or crypts.

The Company  incurred  cost of sales and  providing  services  of  approximately
$168,000 and $63,000,  respectively,  for the years ended  December 31, 1998 and
1997. Costs related to cemetery  merchandise and funeral services are recognized
at the time the service is  provided.  Sales  commissions,  for both at-need and
pre-need  funeral sales and sales of cemetery spaces and/or crypts,  are charged
to expense,  less a nominal  percentage,  in the month the  related  contract is
recorded.  The  allocated  cost of cemetery  spaces  and/or crypts is charged to


                                       8
<PAGE>

operations  at the  time  that at least  25% of the  initial  contract  price is
received by the Company in cash. Total commissions expense, principally incurred
on the sales of pre-need  contracts for funeral  services and/or cemetery spaces
or crypts was approximately $78,000 and $45,000,  respectively,  during 1998 and
1997.

The  Company  realized  gross  profits of  approximately  $83,000  (33.09%)  for
Calendar 1998 as compared to  approximately  $26,000 (29.25%) for Calendar 1997.
This  change  in  gross  profit   percentage   relates  to  the  utilization  of
management's  revenue recognition  accounting policies whereby aggregate receipt
of the initial sales price on the sale of cemetery spaces or crypts will trigger
the appropriate  revenue recognition in the accompanying  financial  statements.
Further,  the Company  charges sales  commissions  for  long-term  contracts for
pre-need  funeral services and/or cemetery spaces or crypts to operations at the
time the long-term contract is executed.  Further,  the opening of the Company's
visitor center and initial burial garden and Phase I of the Mausoleum during the
first quarter of 1997 allowed the Company to begin providing burial services and
experience  the  market  acceptance  of the  Company's  products  and  services.
Management  anticipates  future growth in revenue  recognition as its long- term
contracts  for cemetery  space or crypt sales mature to the point where at least
25% of the initial  sales price is collected by the Company and the  recognition
of revenues  for  funeral  services  and  interments  increase as the  Company's
position in its trade area matures.

Periods in which there are high sales of new long-term  contracts without either
the provision of funeral  services or the receipt of at least 25% of the initial
contract price on cemetery spaces or crypts will contribute to commissions being
charged to operations and, thereby, cause potentially  significant  fluctuations
in the Company's gross profit percentages.

The  Company  continues  to  monitor  its  expenditures  for  general  operating
expenses,  principally  personnel costs and  professional  fees. The Company had
aggregate  general and  administrative  expenses of  approximately  $481,000 for
Calendar 1998 as compared to approximately  $423,000 for Calendar 1997. Interest
expense  increased by approximately  $192,000,  from  approximately  $44,000 for
Calendar  1997 to  approximately  $236,000 for Calendar  1998.  This increase in
interest  expense is  directly  related to  increase in debt during the last six
months  of  1997  and  into  the  first  six  months  of 1998  to  complete  the
construction  of the  Company's  visitor  center  and  to  support  the  initial
operations of the Company while the Company's pre-need long-term receivables for
funeral  services and/or  cemetery spaces or crypts matured to provide  positive
cash flows. All short-term debt incurred in 1997 and 1998 was restructured  into
a single  long-term  debt  agreement in the third  quarter of 1998, as discussed
below.  Depreciation and amortization  increased from approximately  $45,000 for
1997 to  approximately  $130,000 for 1998 due to the  Company's  visitor  center
being completed and placed into service during the first quarter of 1998.

During 1997 and 1998, the principal  source of cash to support daily  operations
was from short-term debt (which was subsequently  restructured  into a long-term
agreement)  and from  shareholder  advances  which were  converted to additional
paid-in capital by the shareholder.  Future cash requirements are anticipated to
be met through  collections  on the  Company's  long-term  contracts  for future
funeral services or the sale of cemetery spaces or crypts.

Due to  increases in interest  expense and  depreciation  during 1998,  caused a
deterioration in the Company's  earnings per share to $(0.09) per share for 1998
to approximately $(0.06) per share for 1997.

(4)  Liquidity and capital resources

The Company is  principally  dependent upon cash flows related to the collection
of long-term contract  receivables  related to prearranged funeral contracts and
sales of cemetery spaces and/or crypts. The Company had negative cash flows from
operations of approximately $(530,000),  $(735,000) and $(608,000) for the years
ended  December  31,  1999,  1998 and 1997,  respectively.  The  operating  cash
deficits  in excess of cash  collected  on  long-term  receivables  for  funeral
services and/or cemetery spaces or crypts were supported through advances on the
Company's bank line of credit or through controlling  shareholder advances.  The
Company  completed the  development  of the initial  cemetery  garden,  visitors
center and other funeral related  buildings  during 1998. The Company  continues
the process of  constructing  Phase II to its Mausoleum and the second and third
cemetery  gardens as internally  generated  funds and consumer  demand  permits.
Management  is of  the  opinion  that  it has  sufficient  cemetery  spaces  and
mausoleum  crypts to meet  current  demands and  construct  additional  capacity
within the parameters of existing cash flows.

During  the  third  quarter  of 1998,  the  Company  entered  into a  $2,220,000
long-term  note  payable  to a bank.  The note  bears  interest  at 8.00% and is
payable in monthly  installments of approximately  $18,569,  including interest.
Any unpaid  principal  and interest is due at the note's  maturity in June 2003.
The note is  secured  by land,  accounts  receivable  from  prearranged  funeral
contracts and cemetery  property sales  contracts and the personal  guarantee of
the Company's  controlling  shareholder.  The proceeds of this note were used to
refinance various short-term notes payable by the Company.


                                       9

<PAGE>


The Company has identified no significant  capital  requirements for the current
annual period.  Liquidity requirements mandated by future business expansions or
acquisitions,  if any are specifically identified or undertaken, are not readily
determinable  at this  time as no  substantive  plans  have been  formulated  by
management.

Additionally,  management is of the opinion that there is  additional  potential
availability  of incremental  mortgage debt and the  opportunity for the sale of
additional   common  stock  through  either  private   placements  or  secondary
offerings.

(5)  Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any customer or supplier.  In addition,  the Company held
discussions with certain of its software  suppliers with respect to the Y2K date
change. The Company was not required to modify or replace  significant  portions
of its computer hardware or software and approximately  $2,500,  principally for
computer  software and hardware,  was expended for costs associated with the Y2K
date change compliance did not have a material effect on the Company's financial
position or its results of operations.

The Company monitored its significant suppliers,  shippers,  customers and other
external  business  partners related to their readiness for the Y2K date change.
To date, the Company has not  experienced  any adverse effect from the advent of
Year 2000. However, there can be no assurance that all of the Company's systems,
and the systems of its suppliers, shippers, customers or other external business
partners will not experience unforseen problems during the Year 2000.






                                       10
<PAGE>


Item 7.  Financial Statements


                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY

                    (formerly Pacific Great China Co., Ltd.)

                                    CONTENTS

                                                                            Page


Report of Independent Certified Public Accountants                           F-3

Consolidated Financial Statements

   Consolidated Balance Sheets

     as of December 31, 1999 and 1998                                        F-4

   Consolidated Statements of Operations and Comprehensive Income

     for the years ended December 31, 1999 and 1998                          F-6

   Consolidated Statement of Changes in Shareholders' Equity

     for the years ended December 31, 1999 and 1998                          F-7

   Consolidated Statements of Cash Flows

     for the years ended December 31, 1999 and 1998                          F-8

   Notes to Consolidated Financial Statements                                F-9














                                                                             F-2


<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section

           Texas Society of Certified Public Accountants

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
United Community Holdings, Inc.
   (formerly Pacific Great China Co., Ltd)

We have audited the accompanying consolidated balance sheets of United Community
Holdings,  Inc.  (formerly Pacific Great China Co., Ltd) (a Nevada  corporation)
and  Subsidiary  as of December  31, 1999 and 1998 and the related  consolidated
statements of operations  and  comprehensive  income,  changes in  shareholders'
equity  and cash  flows for each of 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  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of United Community
Holdings,  Inc.  (formerly  Pacific Great China Co.,  Ltd.) and Subsidiary as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for  each  of the  years  then  ended  in  conformity  with  generally  accepted
accounting principles.




                                                         S. W. HATFIELD, CPA

Dallas, Texas
March 17, 2000



P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                      F-3

<PAGE>

<TABLE>

<CAPTION>


                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998


                                     ASSETS

                                                                   1999           1998
                                                               -----------    -----------
<S>                                                            <C>            <C>

Current assets

   Cash on hand and in bank                                    $     8,583    $     1,327
   Restricted cash                                                  58,920         52,795
   Accounts receivable-at need, net of allowance
     for doubtful accounts of $12,500 and $-0-, respectively         4,359         11,616
   Other current assets                                              9,109         12,721
                                                               -----------    -----------

     Total current assets                                           80,971         78,459
                                                               -----------    -----------


Property and equipment - at cost

   Buildings                                                     2,354,061      2,354,061
   Roads, common cemetery areas and landscaping                    338,504        326,930
   Vehicles, equipment and office furnishings                      248,635        192,252
                                                               -----------    -----------
                                                                 2,941,200      2,873,243
   Accumulated depreciation                                       (369,991)      (205,451)
                                                               -----------    -----------
                                                                 2,571,209      2,667,792
   Land                                                            107,580        107,580
                                                               -----------    -----------

     Net property and equipment                                  2,678,789      2,775,372
                                                               -----------    -----------


Other assets

   Cemetery property - at cost                                   1,111,977      1,086,037
   Prearranged funeral contracts                                 1,420,878      1,263,109
   Long-term receivables for cemetery property sales               353,770        365,295
   Other                                                            14,597         18,844
                                                               -----------    -----------

     Total other assets                                          2,901,222      2,733,285
                                                               -----------    -----------

     TOTAL ASSETS                                              $ 5,660,982    $ 5,587,116
                                                               ===========    ===========

</TABLE>

                                  - Continued -







The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                                             F-4


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                           December 31, 1999 and 1998


                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                       1999            1998
                                                    -----------    -----------
Current liabilities

   Notes payable                                    $   400,000    $   365,000
   Current maturities of long-term debt                  68,451         46,203
   Accounts payable and other accrued liabilities        88,451        110,070
                                                    -----------    -----------

     Total current liabilities                          556,902        521,273
                                                    -----------    -----------


Long-term liabilities

   Long-term debt, net of current maturities          2,136,045      2,152,358
   Deferred prearranged funeral contract revenues     1,912,748      1,599,220
   Deferred cemetery property sale revenues             393,728        363,370
   Shareholder loan                                        --             --
                                                    -----------    -----------

     Total liabilities                                4,999,423      4,636,221
                                                    -----------    -----------


Commitments and contingencies

Shareholders' Equity
   Preferred stock - $0.00001 par value
     10,000,000 shares authorized
     None issued and outstanding                           --             --
   Common stock - $0.00001 par value
     50,000,000 shares authorized
     8,000,818 shares issued and outstanding                 80             80
   Additional paid-in capital                         2,954,705      2,777,070
   Accumulated deficit                               (2,293,226)    (1,826,255)
                                                    -----------    -----------

     Total shareholders' equity                         661,559        950,895
                                                    -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 5,660,982    $ 5,587,116
                                                    ===========    ===========









The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                                             F-5


<PAGE>

<TABLE>

<CAPTION>


                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)
                    CONSOLIDATEDSTATEMENTS OF OPERATIONS AND
                        COMPREHENSIVE INCOME Years ended
                           December 31, 1999 and 1998

                                                           1999           1998
                                                       -----------    -----------
<S>                                                    <C>            <C>

Revenues

   Funeral revenues                                    $   172,327    $   149,057
   Cemetery sales                                          206,685         81,185
   Finance charge and related revenues                      21,442         20,415
                                                       -----------    -----------
     Total revenues                                        400,454        250,657
                                                       -----------    -----------

Cost of sales and direct expenses
   Allocated cost of cemetery spaces and crypts             22,566         15,325
   Cost of cemetery merchandise and funeral services        99,757         74,046
   Sales commissions                                        60,759         78,343
                                                       -----------    -----------
     Total cost of sales and direct expenses               183,082        167,714
                                                       -----------    -----------

Gross profit                                               217,372         82,943
                                                       -----------    -----------

Operating expenses
   General and administrative expenses                     343,725        480,777
   Interest expense                                        188,394        235,993
   Depreciation and amortization                           164,746        129,693
                                                       -----------    -----------
     Total operating expenses                              696,865        846,463
                                                       -----------    -----------

Loss from operations                                      (479,493)      (763,520)

Other income (expense)
   Interest and other income                                14,575         32,522
                                                       -----------    -----------

Loss before income taxes                                  (464,918)      (730,998)

Income taxes                                                (2,053)          --
                                                       -----------    -----------

Net Loss                                                  (466,971)      (730,998)

Other comprehensive income                                    --             --
                                                       -----------    -----------

Comprehensive Loss                                     $  (466,971)   $  (730,998)
                                                       ===========    ===========

Net loss per weighted-average share
   of common stock outstanding - Basic                      $(0.06)        $(0.09)
                                                             =====          =====

Weighted-average number of shares
   of common stock outstanding - Basic                   8,000,818      8,000,818
                                                       ===========    ===========
</TABLE>







The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                                             F-6


<PAGE>

<TABLE>

<CAPTION>


                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)
                      CONSOLIDATED STATEMENT OF CHANGES IN
                        SHAREHOLDERS' EQUITY Years ended
                           December 31, 1999 and 1998

                                                            Additional
                                     Common stock            paid-in     Accumulated
                                  # shares     Amount        capital       deficit         Total
                               -----------   -----------   -----------   -----------    -----------
<S>                            <C>           <C>           <C>           <C>            <C>

Balances at
   January 1, 1998,
   as reported                   7,999,818   $        80   $     5,438   $    (5,518)   $      --

Acquisition of Rosemont
   Gardens Funeral Chapel-
   Cemetery, Inc.                    1,000          --          80,836    (1,089,739)    (1,008,903)
                               -----------   -----------   -----------   -----------    -----------

Balances at
   January 1, 1998,
   as restated                   8,000,818            80        86,274    (1,095,257)    (1,008,903)

Shareholder loans
   contributed to additional
   paid-in capital                    --            --       2,690,796          --        2,690,796

Net loss for the year                 --            --            --        (730,998)      (730,998)
                               -----------   -----------   -----------   -----------    -----------

Balances at
   December 31, 1998             8,000,818            80     2,777,070    (1,826,255)       950,895

Shareholder contributions             --            --        177, 635          --          177,635

Net loss for the year                 --            --            --        (466,971)      (466,971)
                               -----------   -----------   -----------   -----------    -----------

Balances at
   December 31, 1999             8,000,818   $        80   $ 2,954,705   $(2,293,226)   $   661,559
                               ===========   ===========   ===========   ===========    ===========

</TABLE>







The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                                             F-7


<PAGE>


<TABLE>

<CAPTION>

                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1999 and 1998


                                                                           1999         1998
                                                                         ---------    ---------
<S>                                                                      <C>          <C>

Cash flows from operating activities

   Net loss for the year                                                 $(466,975)   $(730,998)
   Adjustments to reconcile net loss to net
     cash provided by operating activities
       Depreciation and amortization                                       168,786      131,881
       Capitalized construction period interest                               --         (9,725)
       Allocated cost of cemetery spaces and crypts                         22,568       15,325
       Allowance for doubtful accounts                                        --         12,500
       Gain on sale of Trust fund marketable securities                       --        (28,927)
       (Increase) Decrease in:
         Accounts receivable                                                 7,257      (24,116)
         Other assets                                                        3,612      (10,588)
       Increase (Decrease) in:
         Accounts payable and other accrued liabilities                    (21,516)      10,161
         Deferred revenues                                                (243,667)    (100,605)
                                                                         ---------    ---------
Net cash used in operating activities                                     (530,035)    (735,092)
                                                                         ---------    ---------

Cash flows from investing activities
   Transfers (to)/from trust funds and restricted cash                      (6,125)       1,023
   Capital expenditures for property, equipment and cemetery property      (95,381)    (451,055)
   Cash collected on prearranged funeral contract receivables              215,517      194,379
   Cash collected on long-term receivables for cemetery property sales     225,792      103,284
                                                                         ---------    ---------
Net cash used in investing activities                                      339,803     (152,369)
                                                                         ---------    ---------

Cash flows from financing activities
   Net activity on bank line of credit                                      35,000      365,000
   Principal (paid) received on long-term note payable                      (2,448)     (21,439)
   Cash paid for loan fees                                                    --        (20,200)
   Funding received on long-tern lease payables                               --         42,532
   Principal repayments on long-term lease payables                        (12,699)      (1,153)
   Contributed capital by shareholder                                      177,635      230,903
   Net increase in shareholder loan                                           --           --
                                                                         ---------    ---------
Net cash provided by financing activities                                  197,488      595,643
                                                                         ---------    ---------

Increase (Decrease) in cash                                                  7,256     (291,818)

Cash at beginning of year                                                    1,327      293,145
                                                                         ---------    ---------

Cash at end of year                                                      $   8,583    $   1,327
                                                                         =========    =========

Supplemental disclosure of interest and income taxes paid
     Interest paid for the year                                          $ 190,043    $ 243,530
                                                                         =========    =========
     Income taxes paid for the year                                      $    --      $    --
                                                                         =========    =========

Supplemental disclosure of non-cash investing and financing activities
   Vehicle acquired with long-term debt                                  $  21,082    $    --
                                                                         =========    =========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                                             F-8


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

United Community  Holdings,  Inc. (Company) was incorporated under the corporate
name of Professionalistics, Inc. on May 31, 1989, under the laws of the State of
Delaware,  as  a  wholly-owned  subsidiary  of  Halter  Venture  Corporation,  a
publicly-owned corporation.  The Company changed its name to Pacific Great China
Co.,  Ltd.  on May 8, 1996 as a result of an  action by the  Company's  Board of
Directors  in  anticipation  of a business  acquisition  or merger  transaction.
Subsequently,  this anticipated  business  acquisition or merger transaction was
mutually canceled by both parties.

On December  17,  1998,  the Company  changed  its state of  Incorporation  from
Delaware  to  Nevada  by means of a  merger  with and into a Nevada  corporation
formed solely for the purpose of effecting the reincorporation.  The Articles of
Incorporation  and  Bylaws  of  the  Nevada  corporation  are  the  Articles  of
Incorporation  and  Bylaws  of  the  surviving  corporation.  Such  Articles  of
Incorporation did not change the capital structure of the Company. The effect of
this action also changed the Company's name to United Community Holdings, Inc.

On November 19, 1998,  the Company's  then majority  shareholder  sold 7,200,000
shares of the  7,750,129  shares  held by the then  majority  shareholder  to an
unrelated  third party in  anticipation  of a business  combination  transaction
whereby the Company would merge with and into a privately held operating company
during the first quarter of 1999.

On February 28, 1999,  effective  as of January 1, 1999,  the Company  exchanged
1,000  shares of  restricted,  unregistered  common  stock with its then current
majority  shareholder for 100.0% of the issued and outstanding stock of Rosemont
Gardens Funeral Chapel-Cemetery, Inc. (a Mississippi corporation) (Rosemont). At
closing, Rosemont became a wholly-owned subsidiary of the Company

The  acquisition of Rosemont by the Company was accounted in accordance with the
provisions of  Interpretation  #39 of Accounting  Principles  Board Opinion #16,
whereby the combination of entities under common control are accounted for on an
"as-if-pooled"  basis with the Company  being the parent  company  and  Rosemont
being a wholly-owned subsidiary.  These consolidated entities are referred to as
Company.  Accordingly,  the consolidated financial statements of the Company and
Rosemont represent the historical  consolidated  financial  statements as of the
first day of the first period presented.

Rosemont  Gardens Funeral  Chapel-Cemetery,  Inc.  (Company) was incorporated on
March  4,  1994  under  the  laws of the  State of  Mississippi.  The  Company's
operations  consist  of a  funeral  home  and  cemetery  operation  in  Jackson,
Mississippi.  Company  personnel  at the funeral  service  location  provide all
professional  services  related  to  funerals,  including  the  use  of  funeral
facilities  and  motor  vehicles.  Funeral  related  merchandise  is sold at the
funeral service location. The Company sells prearranged funeral services whereby
a customer contractually agrees to the terms,  conditions and price of a funeral
to be performed at an unknown  future date at the time the contract is executed.
The Company's cemetery provides cemetery  interment rights (including  mausoleum
crypts and lawn  spaces)  and  certain  merchandise  including  stone and bronze
memorials and burial vaults.  These items may be sold on either a pre-need or an
at-need basis. Company personnel at the cemetery site perform interment services
and provide management and maintenance of the cemetery grounds.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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  period.
Actual results could differ from those estimates.

                                                                             F-9


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents
     -------------------------

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Accounts receivable
     -------------------

     In the normal course of business,  the Company extends  unsecured credit to
     its  at-need  customers  which are  regionally  concentrated  in and around
     Jackson,  Mississippi.  Because of the credit risk involved, management has
     provided an allowance for doubtful  accounts  which reflects its opinion of
     amounts  which  will  eventually  become  uncollectible.  In the  event  of
     complete  non-performance,  the  maximum  exposure  to the  Company  is the
     recorded amount of trade accounts  receivable shown on the balance sheet at
     the date of non- performance.

3.   Inventory
     ---------

     Inventory  consists  of  funeral  merchandise  and  cemetery  property  and
     merchandise  and are  stated  at the  lower of cost or  market,  using  the
     first-in, first-out method.

4.   Property, plant and equipment
     -----------------------------

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated  over the  estimated  useful  lives of the  individual  assets,
     generally  four (4) to  twenty-five  (25)  years,  using the  straight-line
     method.

     Maintenance and repairs are charged to expense  whereas  renewals and major
     replacements are capitalized. Gains and losses from disposition of property
     and equipment are recognized as incurred and are included in operations.

     For the years ended  December  31, 1999 and 1998,  depreciation  expense of
     approximately   $164,540  and  $128,453,   respectively,   was  charged  to
     operations.

5.   Funeral operations
     ------------------

     Funeral revenue is recognized  when the funeral  service is performed.  The
     Company's trade  receivables,  when recorded,  will consist  principally of
     funeral services already performed. An allowance for doubtful accounts will
     be  provided  based on  historical  experience.  In the  event of  complete
     non-performance, the maximum exposure to the Company is the recorded amount
     of trade  accounts  receivable  shown on the  balance  sheet at the date of
     non-performance.

                                                                            F-10


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

5.   Funeral operations - continued
     ------------------

     The Company sells prearranged funeral services and funeral merchandise that
     provide for the delivery of price  guaranteed  services and  merchandise at
     prices prevailing when the agreement is signed.  Revenues and related costs
     associated  with sales of  prearranged  funeral  contracts are deferred and
     later   recognized  when  the  funeral   service  is  actually   performed.
     Prearranged  funeral services and merchandise are generally financed either
     through  trust  funds or escrow  accounts,  depending  on State  Regulatory
     requirements,  established by the Company or through  insurance.  Principal
     amounts  deposited in trust funds or escrow  accounts are  available to the
     Company as funeral  services are  performed and  merchandise  is delivered.
     These amounts may be refundable to the customer in those  situations  where
     state law provides for the return of those  amounts  under the  purchaser's
     option  to  cancel  the  contract.   Certain   jurisdictions   provide  for
     non-refundable  trust funds or escrow  accounts where the Company  receives
     such amounts upon cancellation by the customer.

     The Company  recognizes  as revenue on a current  basis all  dividends  and
     interest earned, and net capital gains realized, by all prearranged funeral
     trust  funds or escrow  accounts,  except in those  states  where  earnings
     revert  to  the  customer  if a  prearranged  funeral  service  or  funeral
     merchandise contract is canceled. Principal and earnings are withdrawn only
     as  funeral  services  and  merchandise  are  delivered  or  contracts  are
     canceled,  except in  jurisdictions  that permit  earnings to be  withdrawn
     currently and in unregulated jurisdictions where escrow accounts are used.

     Commissions   and  other  related  direct   marketing   costs  relating  to
     prearranged  funeral services and prearranged funeral merchandise sales are
     expensed as paid,  subject to a nominal  percentage  which is withheld  and
     paid at the time the service is performed.  Other indirect costs, including
     telemarketing  and  advertising  costs,  are  expensed  in the period  when
     incurred.

     Funeral  services sold at the time of need are recorded as funeral  revenue
     in the period performed.

6.   Cemetery operations
     -------------------

     Cemetery  revenue  is  accounted  for in  accordance  with  the  principles
     prescribed  for  accounting  for  sales of real  estate.  Those  principles
     require,  among other things,  the receipt of a certain portion  (generally
     25%) of an  installment  sale price prior to  recognition of any revenue or
     cost  on  a  contract.   The  Company   recognizes  income  currently  from
     unconstructed mausoleum crypts sold to the extent the Company has available
     inventory.

     Costs  related to the sales of cemetery  mausoleum  or lawn crypts  include
     property and other costs related to cemetery  development  activities which
     are  charged  to  operations  using  the  specific  identification  method.
     Allowances  for  customer  cancellations  are  provided at the date of sale
     based upon historical experience. Costs related to merchandise are based on
     actual costs  incurred or  estimates of future costs  necessary to purchase
     the merchandise, including provisions for inflation when required.

     Pursuant to  applicable  state law, all or a portion of the  proceeds  from
     each sale of  cemetery  merchandise  may also be  required  to be paid into
     trust  funds until such  merchandise  is  purchased  by the Company for the
     customer. The Company recognizes realized trust income on these merchandise
     trusts in current  cemetery  revenues  as trust  earnings  accrue to defray
     inflation costs recognized related to the unpurchased cemetery merchandise.







                                                                            F-11


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

7.   Cemetery operations - continued
     -------------------

     Additionally,  pursuant to perpetual  care  contracts  and laws, a portion,
     generally 15.0%, of the total sales price of cemetery property is deposited
     into perpetual care trust funds or escrow accounts.  In addition,  in those
     jurisdictions  where trust or escrow  arrangements are neither  statutorily
     nor  contractually  required,  the Company typically on a voluntary basis a
     portion,  generally  15.0%,  of the sale price into  escrow  accounts.  The
     income from these funds,  which have been established in most jurisdictions
     in which the Company operates cemeteries,  is used for maintenance of these
     cemeteries,  but principal,  including in some jurisdictions,  net realized
     capital gains, must generally be held in perpetuity. Accordingly, the trust
     fund  corpus is not  reflected  in the  financial  statements,  except  for
     voluntary escrow funds established by the Company.  The Company  recognizes
     and withdraws  currently all dividend and interest income earned and, where
     permitted, capital gains realized by perpetual care funds.

     A portion of the sales of cemetery  property and  merchandise is made under
     installment  contracts  bearing  interest  at 9.75%.  Finance  charges  are
     recognized  as a component  of  cemetery  revenue  under the  straight-line
     method over the terms of the related installment receivables.

     Commissions  and other related direct  marketing costs relating to cemetery
     spaces or  mausoleum  crypts  are  expensed  as paid,  subject to a nominal
     percentage  which  is  withheld  and paid at the  time  the  related  sales
     contract  service  is  paid  in  full.  Other  indirect  costs,   including
     telemarketing  and  advertising  costs,  are  expensed  in the period  when
     incurred.

7.   Organization costs
     ------------------

     Costs related to the formation  and  organization  of the Company have been
     capitalized  and are being  amortized  over a five year  period,  using the
     straight-line method.

8.   Income taxes
     ------------

     The Company filed a separate  corporate  federal  income tax return through
     December 31,  1998.  Due to the change in control  occurring  in 1998,  the
     Company  has  no net  operating  loss  carryforwards  available  to  offset
     financial statement or tax return taxable income in future periods.

     Rosemont,  with the consent if its former sole  shareholder,  elected under
     the Internal  Revenue Code to be taxed as an  "Subchapter  S  corporation",
     through  December  31,  1998.  In  lieu  of  corporate  income  taxes,  the
     shareholder  of a  "Subchapter  S  corporation"  is taxed  directly  on the
     Company's taxable income. Accordingly,  no provision,  benefit or liability
     for income taxes is included in the accompanying financial statements.

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 1999 and 1998, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 1999 and 1998, the Company's deferred tax asset is fully
     reserved.

                                                                            F-12


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

9.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of December 31, 1999 and 1998, the Company
     had no  warrants  and  options  outstanding  which  could be  deemed  to be
     dilutive.

10.  Accounting standards to be adopted
     ----------------------------------

     Upon  the  adoption  of a  formal  stock  compensation  plan,  the  Company
     anticipates   using  the  "fair  value  based  method"  of  accounting  for
     compensation  based  stock  options  pursuant  to  Statement  of  Financial
     Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation".
     Under the fair value based  method,  compensation  cost will be measured at
     the grant date of the respective option based on the value of the award and
     will be recognized as a charge to operations over the service period, which
     will usually be the respective vesting period of the granted option(s).

NOTE C - LONG-TERM RECEIVABLES

The Company's long-term receivables related to prearranged funeral contracts and
cemetery  sales  are  anticipated  to be  collected  pursuant  to  contractually
scheduled payments as follows:

                                                   Year ending
                                                  December 31,     Principal due
                                                  ------------     -------------
                                                      2000            $  323,610
                                                      2001               254,629
                                                      2002               336,210
                                                      2003               184,017
                                                      2004               153,144
                                                   Thereafter            376,794
                                                                        --------

                                                      Total           $1,628,404
                                                                      ==========

NOTE D - CEMETERY PROPERTY

Cemetery  property  consists of the  following  at  December  31, 1999 and 1998,
respectively:

                                                        1999             1998
                                                     ----------       ----------
   Developed cemetery gardens, net of
     spaces sold with revenue recognition            $   82,802       $   95,155
   Cemetery gardens in development                       27,390           26,698
   Mausoleum crypts, net of crypts sold                 344,311          306,710
   Undeveloped                                          657,474          657,474
                                                     ----------       ----------

     Total                                           $1,111,977       $1,086,037
                                                     ==========       ==========



                                                                            F-13


<PAGE>

<TABLE>

<CAPTION>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE E - NOTES PAYABLE

Notes  payable  consist  of  the  following  at  December  31,  1999  and  1998,
respectively:

                                                                                  1999             1998
                                                                                 -------          -------
<S>                                                                               <C>             <C>

$400,000  revolving  line of credit  payable to a bank.  Interest  at the Bank's
   prime rate (8.50% at December 31, 1999). Interest payable monthly.  Principal
   and unpaid interest due at maturity in March 2000. Secured by land,  accounts
   receivable from  prearranged  funeral  contracts and cemetery  property sales
   contracts and

   the personal guarantee of the Company's shareholder.                             400,000          365,000
                                                                                  ---------       ----------

     Total notes payable                                                         $  400,000       $  365,000
                                                                                  =========        =========


NOTE F - LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1999 and 1998:

                                                                                  1999             1998
                                                                                 -------          -------
$2,220,000 note payable to a bank.  Interest at 8.00%.
   Payable in monthly installments of approximately
   $18,569, including interest.  Any unpaid principal
   and interest is due at maturity in June 2003.  Secured
   by land, accounts receivable from prearranged funeral
   contracts and cemetery property sales contracts and
   the personal guarantee of the Company's shareholder.                          $2,156,808       $2,198,561

$21,082 installment note payable to a bank.  Interest at
   7.25%.  Payable in monthly installments of approximately
   $655, including interest.  Final maturity in August 2002.
   Secured by a vehicle.                                                             19,008             -

$23,500 capital lease payable to a finance company.
   Interest at 15.6%.  Payable in monthly installments of
   approximately $539, including interest.  Final maturity
   in December 2003.  Secured by furniture and equipment.                            18,571             -

$14,850 capital lease payable to a finance company.
   Interest at 18.9%.  Payable in monthly installments of
   approximately $530, including interest.  Final maturity
   in December 2001.  Secured by furniture and equipment                             10,109             -
                                                                                  ---------        ----------
     Total long-term debt                                                         2,204,496        2,198,561

     Less current maturities                                                        (68,451)         (46,203)
                                                                                  ----------       ----------

     Long-term portion                                                           $2,135,045       $2,152,358
                                                                                 ==========       ===========

</TABLE>

                                                                            F-14


<PAGE>



                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE F - LONG-TERM DEBT - Continued

Future maturities of long-term debt are as follows:

                                                   Year ending
                                                   December 31,   Principal due

                                                     2000           $   68,451
                                                     2001               71,133
                                                     2002               69,036
                                                     2003            1,995,876
                                                                    ----------

                                                     Total          $2,204,496
                                                                    ==========

NOTE G - CONSTRUCTION PERIOD INTEREST

Pursuant to Statement of Financial  Accounting Standard No. 62,  "Capitalization
of  Interest  Costs",  the  Company  capitalizes  interest  incurred  during the
construction  period  related to the  development  of the cemetery  property and
funeral  facilities.  An analysis of interest  both  capitalized  and charged to
operations  during the years ended  December  31,  1999 and 1998,  respectively,
follows:

                                                     1999             1998


         Interest capitalized                    $           -     $ 13,742
         Interest charged to operations                      -      235,993
                                                  ------------     --------

         Total interest incurred                 $           -     $249,735
                                                  ============     ========






                                                                            F-15


<PAGE>


<TABLE>

<CAPTION>

                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE H - TRUST FUNDS AND RESTRICTED CASH

Pursuant to State law or Company policy,  certain portions of contracts  related
to the  sales of  prearranged  funeral  services  and  funeral  merchandise  and
cemetery spaces,  mausoleum crypts and related  merchandise are deposited into a
common  trust,  as of  December  31,  1999 and  1998 to  provide  funds  for the
fulfillment of the underlying  contracts  and/or  perpetual care of the cemetery
property.  .  Separate  trusts for funeral  contracts,  cemetery  contracts  and
perpetual care were maintained through December 31, 1997,

The Company  recognizes as revenue on a current basis all dividends and interest
earned, and net capital gains realized,  by all prearranged  funeral trust funds
or escrow accounts, except in those states where earnings revert to the customer
if a prearranged  funeral service or funeral  merchandise  contract is canceled.
The Company  recognizes  realized  trust income on these  merchandise  trusts in
current  cemetery  revenues as trust earnings  accrue to defray  inflation costs
recognized  related  to  the  unpurchased  cemetery  merchandise.   The  Company
recognizes and withdraws  currently all dividend and interest income earned and,
where permitted, capital gains realized by perpetual care funds.

As of December 31, 1999 and 1998, the trust funds and resultant  restricted cash
consist of the following components:

                                                                                    1999            1998
                                                                                  --------        --------
<S>                                                                               <C>             <C>

       Trust cash                                                                 $    820        $ 13,735
       Marketable securities, at fair market value                                  23,057         139,156
         Unrealized (gains) losses on marketable securities                         96,222         (19,877)
       Amounts due to trust funds from future contract collections                 (61,179)        (80,219)
                                                                                    ------         -------

       Restricted cash                                                            $ 58,920        $ 52,795
                                                                                    ======         =======

Marketable securities are considered available-for-sale. All unrealized gains or
losses are excluded from earnings  until such time that such gains or losses are
realized  upon the sale of the  underlying  security.  For purposes of computing
realized gains and losses, the specific identification method is used.

As of December 31, 1999 and 1998,  the marketable  securities  held in the trust
funds consist entirely of equity securities and are summarized as follows:

                                                                                    1999            1998
                                                                                  --------        --------

     Aggregate fair value                                                         $  23,057       $139,156
     Gross unrealized holding gains                                               $       -       $ 24,249
     Gross unrealized holding losses                                              $  96,222       $  4,372
     Amortized cost basis                                                         $119,279        $119,279

</TABLE>

                                                                            F-16


<PAGE>

<TABLE>

<CAPTION>


                 UNITED COMMUNITY HOLDINGS, INC. AND SUBSIDIARY
                    (formerly Pacific Great China Co., Ltd.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE I - SELECTED FINANCIAL DATA (Unaudited)

The following is a summary of the quarterly  results of operations for the years
ended December 31, 1999 and 1998, respectively.

                           Quarter ended  Quarter ended  Quarter ended  Quarter ended  Year ended
                              March 31,       June 30,   September 30,   December 31,  December 31,
                           -------------  -------------  -------------  -------------  -------------
<S>                        <C>            <C>            <C>            <C>            <C>

1999
----
Funeral revenues           $    43,391    $    42,883    $    42,285    $    43,768    $   172,327
Cemetery sales                  77,295         35,147         39,790         54,453        206,685
Gross profit                    75,297         34,255         42,058         65,762        217,372
Net earnings
  from operations              (81,122)      (149,006)      (122,802)      (126,563)      (479,493)
Basic and fully
  diluted earnings
  per share                      (0.01)         (0.02)         (0.02)         (0.02)         (0.06)
Weighted-average
  number of shares
  issued and outstanding     8,000,818      8,000,818      8,000,818      8,000,818      8,000,818


1998
----
Funeral revenues           $    22,286    $     8,494    $    87,743    $    30,534    $   149,057
Cemetery sales                  13,095         60,363        (42,302)        50,029         81,185
Gross profit                    14,104         23,650          9,055         36,134         82,943
Net earnings
  from operations             (187,603)      (220,248)      (220,511)      (102,636)      (730,998)
Basic and fully
  diluted earnings
  per share                      (0.02)         (0.03)         (0.03)         (0.01)         (0.09)
Weighted average
  number of shares
  issued and outstanding     8,000,818      8,000,818      8,000,818      8,000,818      8,000,818



</TABLE>



                                                                            F-17


<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
                    Financial Disclosures

   None


Item 9. Directors. Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

    The  directors  and officers of UCHI are listed below with  information
about their respective backgrounds.

Name                        Age                       Position
----                        ---                       --------
James F. Robinson            76           Chairman of the Board, President &
                                            Chief Executive Officer

Jeffrey D. Aldridge          38            Vice President,  Chief Operating
                                            Officer and Director

Margaret R. Lauro            42            Secretary, Treasurer, and  Chief
                                            Financial Officer

Gary D. Thrash               49            Director

Directors are elected to serve until the next annual meeting of the shareholders
of UCHI or until their  successors  have been  elected and  qualified.  Officers
serve at the discretion of the Board of Directors.  None of the Directors  serve
as directors of any public or reporting corporations except as disclosed below.

Item 10.  Executive Compensation

UCHI (including its subsidiary,  Rosemont Gardens Funeral Chapel-Cemetery,  Inc.
and its predecessor, Pacific Great China Co., Ltd.) neither paid nor accrued any
form of compensation in any amount to or for its executive officers or directors
for the fiscal years ended December 31, 1999, 1998 and 1997.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The  following   information  table  sets  forth  certain   information
regarding  UCHI's  common  stock  owned  on  March  27,  2000 by (1) any  person
(including any "group") who is known by UCHI to own beneficially more than 5% of
its outstanding Common Stock, (2) each director and executive  officer,  and (3)
all executive officers and directors as a group.

Name and Address                     Shares Owned                     Percentage
------------------------------       ------------                     ----------
James F. Robinson                      7,201,000                        90%
3935 Interstate 55 South
Jackson MS 39212

Kevin B. Halter, Sr.                   275,065                         3.4%
16910 Dallas Parkway, Suite 100
Dallas TX 75248

Kevin B. Halter, Jr.                   275,064                         3.4%
16910 Dallas Parkway, Suite 100
Dallas TX 75248


(None of the other  officers  and  directors of UCHI or its  subsidiary  own any
stock in UCHI.)

Executive Officers and Directors as   7,201,000                         90%
  a group (five persons)


<PAGE>



Item 12. Certain Relationships and Related Transactions.


None


Item 13. Exhibits and Reports on Form 8-K.


Exhibits:        None


Reports on Form 8-K :          None





Exhibit
Number
------

3.1*      Articles of Incorporation of UCHI

3.2*      Bylaws of UCHI

27**      Financial Data Schedule


*    Previously filed on Form 10-SB

**  Filed herewith








                                       16


<PAGE>


                                   SIGNATURES


         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
UCHI  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized.

         Dated: March 28, 2000    UNITED COMMUNITY HOLDINGS, INC.


                              by: /s/ James F. Robinson
                                  ------------------------------------------
                                      James F. Robinson, Chairman, President
                                      and Chief Executive Officer



POWER OF ATTORNEY
United Community  Holdings,  Inc. and each person whose signature  appears below
hereby designates and appoints James F. Robinson as his attorney-in-fact  (the "
Attorney-in-Fact")  with full power to act alone, and to execute and in the name
and on behalf of UCHI and each person,  individually  and in the capacity stated
below, any amendments (including post-effective amendments) to this Registration
Statement, which amendments may make such changes in this Registration Statement
as the  Attorney-in-Fact  deems appropriate,  and to file each such amendment to
this Registration  Statement  together with all exhibits thereto and any and all
documents in connection therewith.

Pursuant to the  requirements of the Securities Act of 1934,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.



/s/ James F. Robinson                                    March 28, 2000
    ------------------------------------------------
    James F. Robinson, Chairman, President
    and Chief Executive Officer
    (Principal Executive Officer)

/s/ Jeffrey D. Aldridge                                 March 28, 2000
    ------------------------------------------------
    Jeffrey D. Aldridge, Vice President,
    Chief Operating Officer & Director

/s/ Margaret R. Lauro                                   March 28, 2000
    ------------------------------------------------
    Margaret R. Lauro,
    Secretary, Treasurer and Chief Financial Officer
    (Principal Accounting Officer)

/s/ Gary D. Thrash                                     March 28, 2000
    ------------------------------------------------
    Gary D. Thrash
    Director


                                       17