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, 1998

                           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 15, 1999 the issuer had 8,000,818  shares of common stock issued and
outstanding.
                                                         



                                       1


<PAGE>


                                     PART I


Item 1. Description of Business.
--------------------------------

 General

         United Community Holdings, Inc. (the "Company") was incorporated on May
31,   1989   under  the  laws  of  the  State  of   Delaware,   under  the  name
Professionalistics,  Inc. In 1996 the Company  changed its name to Pacific Great
China Co.,  Ltd., at the request of, and in  anticipation  of the sale of shares
representing  control of the corporation to, a group of investors;  however, the
sale never occurred. The Company subsequently filed a registration  statement on
Form 10-SB under The  Securities  Exchange  Act of 1934,  as  amended,  with the
Securities and Exchange Commission on November 5, 1997 which became effective in
January of 1998. The Company has not yet engaged in any business operations. The
business purpose of the Company is to seek out and obtain an acquisition, merger
or outright sale transaction, whereby its shareholders would benefit.

         It is the  intention  of the  Company's  management  to  keep  its  SEC
periodic  reporting current and advance funds to ensure this so that the Company
might be  potentially  attractive to a private  business that has an interest in
becoming a publicly-held company, without the expense and time delay involved in
distributing its securities to the public.


Proposed Business

         The Company  intends to locate and combine with an existing,  privately
held  company,  which is  profitable,  or,  in  management's  view,  has  growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private  company that may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's common stock for stock or assets or any other form that will result in
the combined enterprise's becoming a publicly held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as they are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.


Combination Suitability Standards

         In its pursuit for a  combination  partner,  the  Company's  management
intends to consider only combination  candidates,  which are profitable,  or, in
management's  view,  have growth  potential.  The Company's  management does not
intend to pursue any combination  proposal  beyond the  preliminary  negotiation


                                       2

<PAGE>

stage with any  combination  candidate  that does not furnish  the Company  with
audited  financial  statements  for at least  its most  recent  fiscal  year and
unaudited  financial  statements for interim  periods  subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements  in a timely  manner.  In the event such a  combination  candidate is
engaged in a high  technology  business,  the  Company may obtain  reports  from
independent  organizations of recognized  standing covering the technology being
developed  and/or  used  by  the  candidate.  The  Company's  limited  financial
resources may make the acquisition of such reports  difficult or even impossible
to obtain  and,  thus,  there can be no  assurance  that the  Company  will have
sufficient funds to obtain such reports when considering  combination  proposals
or  candidates.  To the  extent  the  Company  is unable to obtain the advice or
reports from experts, the risks of any combined  enterprise's being unsuccessful
will be enhanced.  Furthermore,  to the knowledge of the Company's  officers and
directors,  neither the candidate nor any of its directors,  executive officers,
principal shareholders or general partners:

     (1)  will have been convicted of securities  fraud,  mail fraud, tax fraud,
          embezzlement,   bribery,  or  a  similar  criminal  offense  involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will have been  subject to a  temporary  or  permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will have been a defendant in a civi1 action which resulted in a final
          judgement  against it or him awarding damages or rescission based upon
          unlawful practices or sales of securities.


         The Company's officers and directors will make these  determinations by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their attention that puts them on notice of a possible disqualification which
is being  concealed from them,  such persons will rely on  information  received
from the management of the prospective combination candidate and from others who
may be involved in the combination proceedings.


Item 2. Description of Property. 
--------------------------------

         As of December 31, 1998, the Company has no properties.


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, 1998.






                                       3

<PAGE>


                                     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.

Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.


Item 6. Management's  Discussion and Analysis of Financial Condition and Plan of
        Operation.
--------------------------------------------------------------------------------

Discussion of Financial Condition


         The  Company  currently  has no  revenues,  no  operations  and owns no
assets.  The  Company  will  remain  illiquid  until  such  time  as a  business
combination  transaction occurs. No prediction of the future financial condition
of the Company can be made.

         Due  to  the  lack  of  sustaining   operations  from   inception,  the
Company is considered in the  development  stage and, as such,  has generated no
significant  operating revenues and has incurred cumulative  operating losses of
approximately  $5500.  Accordingly,  the Company is  dependent  upon its current
management and/or significant stockholders to provide sufficient working capital
to preserve the integrity of the corporation during this phase.


Plan of Business

         General.  The Company  intends to locate and combine  with an existing,
privately held company which is profitable or, in management's  view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private  company that may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's common stock for stock or assets or any other form that will result in
the combined enterprise's becoming a publicly held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as they are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before


                                       4

<PAGE>

any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.

         Combination  Suitability  Standards.  In its pursuit for a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates which are profitable or, in management's view, have growth potential.
The  Company's  management  does not intend to pursue any  combination  proposal
beyond the preliminary  negotiation  stage with any combination  candidate which
does not furnish the Company with audited financial  statements for at least its
most recent fiscal year and unaudited  financial  statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such  financial  statements in a timely  manner.  In the event such a
combination candidate is engaged in a high technology business,  the Company may
obtain reports from independent  organizations of recognized  standing  covering
the  technology  being  developed  and/or used by the  candidate.  The Company's
limited  financial  resources may make the acquisition of such reports difficult
or even  impossible  to obtain and,  thus,  there can be no  assurance  that the
Company  will have  sufficient  funds to obtain such  reports  when  considering
combination  proposals  or  candidates.  To the extent the  Company is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the knowledge
of the Company's  officers and  directors,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

     (1)  will have been convicted of securities  fraud,  mail fraud, tax fraud,
          embezzlement,   bribery,  or  a  similar  criminal  offense  involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will have been  subject to a  temporary  or  permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will have been a defendant in a civil action which resulted in a final
          judgement  against it or him awarding damages or rescission based upon
          unlawful practices or sales of securities.

         The Company's officers and directors will make these  determinations by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.


RECENT DEVELOPMENTS 
-------------------

         Prior to the merger of Pacific  Great  China  Co.,  Ltd.  with and into
United Community Holdings,  Inc. ("UCHI"),  described below, the Company did not
engage in any business activities and the business purpose of the Company was to
seek out and find an acquisition or merger transaction  whereby its stockholders
would benefit by owning an interest in a viable business  enterprise.  Since the
Company had no operations or  significant  assets,  its principal  potential for
profits came solely from operations it would receive in the future as part of an
acquisition or merger transaction. Such a merger or acquisition transaction with
the  Company  would allow a privately  held  company to become a publicly  owned
corporation with a broad shareholder base with experiencing the significant time
and filing requirements and financial  expenditures typically imposed by federal
and state securities laws.


                                       5

<PAGE>


         On November 19, 1998 Halter Capital  Corporation  (then the controlling
shareholder of the Company)  executed a Stock  Purchase  Agreement with James F.
Robinson of Jackson,  Mississippi and the sole owner of the Rosemont Gardens and
Funeral Home  (herein  "Robinson")  whereby it agreed to sell him a  controlling
interest in the Company,  consisting  of 7,200,000  shares of common  stock,  in
anticipation  of a reverse  merger  transaction  whereby the Company would merge
with a  privately  held  company  incorporated  under  the laws of the  State of
Nevada.



MERGER WITH UNITED COMMUNITY HOLDINGS, INC.


         On December 16, 1998,  United Community  Holdings,  Inc.  ("UCHI")  was
incorporated  under the laws of the  State of  Nevada.  On  December  17,  1998,
Pacific Great China Co., Ltd.  ("PGCC")  executed a merger  agreement  with UCHI
whereby PGCC would be merged with and into UCHI thereby  changing the  Company's
state of incorporation.  As a result of this merger, the Company's  stockholders
received  one share of UCHI's  common stock in exchange for each share of PGCC's
common stock then outstanding.  United Community Holdings, Inc. is the surviving
corporation  resulting  from that merger and the Articles of  Incorporation  and
Bylaws of UCHI now govern the merged corporation.



ACQUISITION OF ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

         Rosemont  Gardens   Funeral  Chapel-Cemetery,  Inc.   was  incorporated
under the laws of the State of  Mississippi  on March 4, 1994.  Rosemont  has an
authorized  capital  stock of 10,000 shares of common stock,  of which only 1000
shares were issued and are currently outstanding.  All of its outstanding shares
were  owned by James F.  Robinson.  Rosemont  has  operated  a funeral  home and
cemetery in Jackson, Mississippi since 1996.

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

         The reason that the Company entered into this transaction with Robinson
was so that it could complete an acquisition or merger  transaction  whereby its
stockholders would benefit by owning an interest in a viable business enterprise
with a  history  of  operations.  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 Small Cap Market.  For these  reasons,  UCHI  believed that it could best
enhance its  stockholders'  investment by  consummating  this  transaction  with
Robinson.






                                       6

<PAGE>


Item 7. Financial Statements.
-----------------------------

                                                                          Page

Report of Independent Certified Public Accountants                         F-1


Financial Statements

Balance Sheets as of  December 31, 1998, 1997 and 1996                     F-2

Statements of Operations and Comprehensive Income                          F-3
 for the years ended December  31,  1998,  1997 and 1996 
 and for the period May 31, 1989 (date of inception)
 to December 31, 1998

Statement of Changes in Shareholder's Equity                               F-4
 for the years ended  December 31, 1998,1997 and 1996
 and for the period May 31, 1989 (date of inception)
 to December 31, 1998

Statements of Cash Flows                                                   F-6
 for the years ended  December 31, 1998, 1997 and 1996
 and for the period May 31, 1989 (date of inception)
 to December 31, 1998

Notes to Financial Statement                                               F-7




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

None







                                       7

<PAGE>

                                    PART III


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

The only officer and  director of the Company is Kevin B.  Halter, Jr.,  age 38,
who is  its  President,  Secretary  and  sole  Director  Set  forth  below  is a
description of the background of the only officer and director of the Company.

Kevin B. Halter, Jr. has served as President, Secretary and the only Director of
the Company since May 1995. Mr. Halter has served as Vice  President,  Secretary
and a director of Millennia,  Inc.  since January 1994. He has been President of
Securities  Transfer  Corporation,  a registered stock transfer  company,  since
1987.  Mr. Halter has served as Vice  President and Secretary of Halter  Capital
Corporation (a privately owned consulting firm) since 1987.


Item 10. Executive Compensation. 
--------------------------------

         The  Company's  management is not  currently  compensated  for services
provided  to the  Company,  and no  compensation  has been  accrued  and none is
expected to be accrued in the future.


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

         The  following  table set forth the names and  addresses of each of the
persons known by the Company to own  beneficially 5% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company as of March 15, 1999.

Name and Address                  Number of Shares       Percentage of Ownership

James F. Robinson                   7,201,000                     90%
3935 Interstate 55 South
Jackson MS 39212

Halter Capital Corporation(A)         550,129                    6.9%
16910 Dallas Parkway
Suite 100
Dallas, Texas 75248

Kevin B. Halter, Jr.                    6,735                    nil

All officers and directors as
a group (one person)                    6,735                      0%

--------------------------------------------------------------------------------
(A) Kevin B.  Halter,  Jr.  serves as a director  and officer of Halter  Capital
Corporation  and as a result  may be  deemed to be the  beneficial  owner of the
550,129  shares  beneficially  owned by  Halter  Capital  Corporation.  However,
pursuant  to Rule  16a-3  promulgated  under  the  Exchange  Act,  he  expressly
disclaims that he is the beneficial  owner, for the purpose of Section 16 of the
Exchange Act, of such stock, other than those shares in which he has an economic
interest.



                                       8

<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







                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:   March  16, 1999


UNITED COMMUNITY HOLDINGS, INC.

By: /s/ Kevin B. Halter
    -------------------
        Kevin B. Halter, President, Secretary and sole Director


<PAGE>



S. W. HATFIELD, CPA
certified public accountant

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  balance sheets of United  Community  Holdings,
Inc.  (formerly  Pacific  Great China Co.,  Ltd. ) (a Nevada  corporation  and a
development  stage  company) as of December  31,  1998,  1997,  and 1996 and the
related   statements  of  operations  and  comprehensive   income,   changes  in
shareholders'  equity and cash flows for the each of the  respective  years then
ended and for the period May 31, 1989 (date of inception)  through  December 31,
1998.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  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 financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the 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.) (a  development  stage company) as of
December 31, 1998,  1997,  and 1996,  and the results of its  operations and its
cash  flows for the each of the  respective  years then ended and for the period
May 31, 1989 (date of inception)  through  December 31, 1998, in conformity with
generally accepted accounting principles.



                                     /s/ S. W. HATFIELD, CPA
                                     -----------------------
                                         S. W. HATFIELD, CPA
                                         (formerly S. W. HATFIELD + ASSOCIATES)
Dallas, Texas
March 13, 1999



                      Use our past to assist your future sm

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-1

<PAGE>

<TABLE>

<CAPTION>

                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)
                                 BALANCE SHEETS
                        December 31, 1998, 1997, and 1996



                                                              1998       1997       1996    
                                                             -------    -------    -------
<S>                                                          <C>        <C>        <C>

Assets                                                       $  --      $  --      $  --
                                                             =======    =======    =======


Liabilities                                                  $  --      $  --      $  --
                                                             -------    -------    -------

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 
     7,999,818 shares issued and outstanding,
     respectively                                                 80         80         80
   Contributed capital                                         5,438      5,438      5,438
   Deficit accumulated during
     the development stage                                    (5,518)    (5,518)    (5,518)
                                                             -------    -------    -------

       Total Shareholders' Equity                               --         --         --
                                                             -------    -------    -------

Total Liabilities and Shareholders' Equity                   $  --      $  --      $  --
                                                             =======    =======    =======

</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-2

<PAGE>


<TABLE>

<CAPTION>

                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                  Years ended December 31, 1998, 1997 and 1996
                 and the period May 31, 1989 (date of inception)
                            through December 31, 1998

                                                                                      Period from
                                                                                      May 31, 1989
                                                                                    (date of inception)
                                        Year ended      Year ended      Year ended       through
                                       December 31,    December 31,    December 31,    December 31,
                                            1998            1997            1996              1998       
                                       ------------    ------------    ------------    ------------   
<S>                                     <C>            <C>             <C>             <C>
  

Revenues                                $    --         $    --         $    --         $      --
                                        ---------       ---------       ---------       -----------

Expenses
   Rent and management fees                  --              --              --               4,000
   Other expenses                            --              --              --               1,433
   Amortization of organization costs        --              --              --                  85
                                        ---------       ---------       ---------       -----------
     Total expenses                          --              --              --               5,518
                                        ---------       ---------       ---------       -----------

Net Loss                                     --              --              --              (5,518)

Other Comprehensive Income                   --              --              --                --
                                        ---------       ---------       ---------       -----------

Comprehensive Income                    $    --         $    --         $    --         $    (5,518)
                                        =========       =========       =========       ===========


Earnings per share of common stock
   outstanding, computed on net
   loss - basic and fully diluted             nil             nil             nil               nil
                                              ===             ===             ===               ===

Weighted-average number
   of shares of common
   stock outstanding                    7,999,818       7,999,818       7,999,818         7,999,818
                                        =========       =========       =========       ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-3

<PAGE>

<TABLE>

<CAPTION>

                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                 For the period May 31, 1989 (date of inception)
                            through December 31, 1998


                                                         
                                                                          Deficit   
                                                                        accumulated 
                                     Common Stock                        during the 
                                     ------------         Contributed   development 
                                  Shares        Amount      capital        stage         Total    
                                  ------        ------     ---------    -----------    ---------
<S>                              <C>          <C>          <C>          <C>           <C>

Issuance of stock at formation   16,000,000   $      160   $     --     $     --      $      160

Capital contributed to
  support development                  --           --          1,460         --           1,460

Net loss for the period                --           --           --         (1,545)       (1,545)
                                 ----------   ----------   ----------   ----------    ----------

Balances at December 31, 1989    16,000,000          160        1,460       (1,545)           75

Capital contributed to
  support development                  --           --          1,700         --           1,700

Net loss for the year                  --           --           --         (1,717)       (1,717)
                                 ----------   ----------   ----------   ----------    ----------

Balances at December 31, 1990    16,000,000          160        3,160       (3,262)           58

Capital contributed to
  support development                  --           --          1,298         --           1,298

Net loss for the year                  --           --           --         (1,315)       (1,315)
                                 ----------   ----------   ----------   ----------    ----------

Balances at December 31, 1991    16,000,000          160        4,458       (4,577)           41

Capital contributed to
  support development                  --           --            900         --             900

Net loss for the year                  --           --           --           (941)         (941)
                                 ----------   ----------   ----------   ----------    ----------

Balances at December 31, 1992    16,000,000          160        5,358       (5,518)         --

Net loss for the year                  --           --           --           --            --
                                 ----------   ----------   ----------   ----------    ----------

Balances at December 31, 1993    16,000,000   $      160   $    5,358   $   (5,518)   $     --
                                 ==========   ==========   ==========   ==========    ==========

</TABLE>

                                  - Continued -

The accompanying notes are an integral part of these financial statements.
                                                                             F-4

<PAGE>

<TABLE>

<CAPTION>
                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
                 For the period May 31, 1989 (date of inception)
                            through December 31, 1998

                                                                  
                                                                                    Deficit    
                                                                                  accumulated  
                                            Common Stock                           during the  
                                            ------------            Contributed   development  
                                       Shares         Amount          capital         stage       Total    
                                       ------         ------         ---------      --------    ---------
<S>                                   <C>           <C>            <C>           <C>            <C>
   
Balances at December 31, 1993         16,000,000    $       160    $     5,358   $    (5,518)   $     --

Net loss for the year                       --             --             --            --            --
                                     -----------    -----------    -----------   -----------    ----------

Balances at December 31, 1994         16,000,000            160          5,358        (5,518)         --

Net loss for the year                       --             --             --            --            --
                                     -----------    -----------    -----------   -----------    ----------

Balances at December 31, 1995         16,000,000    $       160    $     5,358   $    (5,518)   $     --

Effect of one for two reverse
   stock split, including rounding    (8,000,182)           (80)            80          --            --

Net loss for the year                       --             --             --            --            --
                                     -----------    -----------    -----------   -----------    ----------

Balances at December 31, 1996          7,999,818             80          5,438        (5,518)         --

Net loss for the year                       --             --             --            --            --
                                     -----------    -----------    -----------   -----------    ----------

Balances at December 31, 1997          7,999,818             80          5,438        (5,518)         --

Net loss for the year                       --             --             --            --            --
                                     -----------    -----------    -----------   -----------    ----------

Balances at December 31, 1998          7,999,818    $        80    $     5,438   $    (5,518)   $     --
                                     ===========    ===========    ===========   ===========    ==========

</TABLE>




The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>

<TABLE>

<CAPTION>

                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                  Years ended December 31, 1998, 1997 and 1996
                 and the period May 31, 1989 (date of inception)
                            through December 31, 1998

                                                                                        Period from
                                                                                        May 31, 1989
                                                                                      (date of inception)
                                            Year ended     Year ended     Year ended      through
                                            December 31,   December 31,   December 31,   December 31,
                                              1998           1997           1996           1998 
                                             ------         ------         ------         -------
<S>                                           <C>            <C>            <C>            <C>    

Cash Flows from Operating Activities          
   Net loss for the period                    $ --           $ --           $ --           $(5,518)
   Adjustments to reconcile
     net loss to net cash provided
     by operating activities
       Payment of organization costs            --             --             --               (85)
       Amortization of organizational costs     --             --             --                85
                                              ------         ------         ------         -------

Net cash used in operating activities           --             --             --            (5,518)
                                              ------         ------         ------         -------


Cash Flows from Investing Activities            --             --             --               --
                                              ------         ------         ------         -------


Cash Flows from Financing Activities
   Issuance of common stock                     --             --             --               160
   Capital contributed to
     support development                        --             --             --             5,358
                                              ------         ------         ------         -------

Net cash used in financing activities           --             --             --             5,518
                                              ------         ------         ------         -------

Increase in Cash                                --             --             --               --

Cash at beginning of period                     --             --             --               --
                                              ------         ------         ------         -------

Cash at end of period                         $ --           $ --           $ --           $  --
                                              ======         ======         ======         =======

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period             $ --           $ --           $ --           $  --
                                              ======         ======         ======         =======
     Income taxes paid for the period         $ --           $ --           $ --           $  --
                                              ======         ======         ======         =======

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>



                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)

                          NOTES TO 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 Debbie Reynolds Hotel and Casino, Inc.
(formerly Halter Venture Corporation),  a publicly-owned corporation (DRHC). 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,  the  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.

The  Company's  majority  shareholder  has  continued to maintain the  corporate
status of the Company and provides all nominal  working  capital  support on the
Company's  behalf.  Because  of the  Company's  lack of  operating  assets,  its
continuance  is fully  dependent  upon  the  majority  shareholder's  continuing
support.  The  majority  shareholder  intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.

The  Company has had no  substantial  operations  or  substantial  assets  since
inception.  The  business  purpose  of the  Company  is to seek out and obtain a
merger,   acquisition  or  outright  sale  transaction   whereby  the  Company's
shareholders will benefit.

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

The Company is considered in the  development  stage and, as such, has generated
no significant  operating revenues and has incurred cumulative  operating losses
of approximately $5,500.

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.

Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents

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


                                                                             F-7

<PAGE>


                         UNITED COMMUNITY HOLDINGS, INC.
                    (formerly Pacific Great China Co., Ltd.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


Note B - Summary of Significant Accounting Policies - Continued

2.   Organization costs

     Organization costs were amortized using the straight-line basis.

3.   Income taxes

     For the period May 31, 1989 (date of inception)  through December 31, 1990,
     the Company was included in the consolidated income tax return of DRHC. For
     the two years ended December 31, 1992 and 1991,  respectively,  the Company
     (and its parent,  DRHC) were included in the consolidated income tax return
     of the Company's majority shareholder. As of December 31, 1993, the Company
     began filing its own separate federal income tax return. The Company has no
     net operating loss carryforwards available to offset financial statement or
     tax return taxable income in future periods.

4.   Earnings per share

     Earnings  per share is  computed by  dividing  net income by the  composite
     weighted-average  number of shares of common stock  outstanding  during the
     year. As of December 31, 1998, 1997 and 1996, the Company has no issued and
     outstanding   securities,   options  or  warrants   that  would  be  deemed
     potentially dilutive in the current and future periods.

Note C - Related Party Transactions

For the period May 31, 1989 (date of inception) through September 30, 1992, DRHC
provided  office space and management  services to the Company for a fee of $100
per month.  Total  expenses  under this  arrangement  aggregated  $4,000 for the
period presented from inception.

Note D - Equity Transactions

On May 8, 1996,  the Board of  Directors  approved a one for two  reverse  stock
split of the Company's common stock.  All amounts  presented in the accompanying
financial statements reflect the effect of the reverse split as of the beginning
of the first period presented.

On  May  23,  1996,  the  Company  issued  approximately   1,585,875  shares  of
unregistered,  restricted  common  stock  to a group of  consultants  on a stock
subscription  agreement.  The  subscription was anticipated to be satisfied with
either  consulting  services  related  to a  then-pending  transaction  or cash.
Subsequently,  during 1996,  the then- pending  business  combination  or merger
transaction was mutually canceled by both parties and,  accordingly,  the shares
issued  under the  subscription  agreement  were  canceled  and  returned to the
Company.

Note E - Subsequent Event

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



                                                                             F-8