FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

x QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 1999
                                       OR

o TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 000-23677


                               NEWMARK HOMES CORP.
             (Exact name of Registrant as specified in its charter)

Nevada                                                       76-0460831
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

1200 Soldiers Field Drive
Sugar Land, TX   77479

(Address of principal executive offices)  (Zip code)

                                  281-243-0100
               (Registrant's telephone number including area code)

                                 Not applicable
(Former  name,  former  address,  and former  fiscal year, if changed since last
report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes ____ No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

Title                                     Outstanding

Common Stock, par value $.01              11,500,000 shares as of May 4, 1999

<PAGE>



                               NEWMARK HOMES CORP.
                                      INDEX

                                                                            Page

PART I. Financial Information                                                  4

ITEM 1. Financial Statements                                                   4

        Condensed Consolidated Balance Sheet                                   4
        Condensed Consolidated Statement of Operations                         5
        Condensed Consolidated Statement of Stockholders' Equity               6
        Condensed Consolidated Statement of Cash Flows                         7
        Notes to the Condensed Consolidated Financial Statements               8

ITEM 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 12

ITEM 3. Changes in Information About Market Risk - None.                      15

PART II. Other Information                                                    15

ITEM 1. Legal Proceedings - None.                                             15

ITEM 2. Changes in Securities - None.                                         15

ITEM 3. Defaults Upon Senior Securities - None                                15

ITEM 4. Submission of Matters to a Vote of Security Holders - None.           15

ITEM 5. Other Information - None                                              15

ITEM 6. Exhibits and Reports on Form 8-K                                      15

Exhibits 
        Exhibit 27 - Financial Data Schedule                                  15

        Reports on Form 8-K                                                   15

Signatures                                                                    16



<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                      NEWMARK HOMES CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)


                                 ASSETS                                       December 31,              March 31,
                                                                                  1998                    1999
                                                                          -------------------     -------------------
                                                                                                      (unaudited)
<S>                                                                               <C>                     <C> 

Cash.................................................................             $    5,794              $   3,056
Receivables..........................................................                  6,967                  8,345
Inventory............................................................                185,247                210,505
Investment in unconsolidated subsidiaries ...........................                    490                    435
Other assets, net ...................................................                  9,196                 10,342
Goodwill, net of accumulated amortization of $5,173 and $5,530 in                                                   
     1998 and 1999, respectively ....................................                 37,644                 37,287
                                                                          -------------------    --------------------
                                                                         
                  Total assets.......................................            $   245,338              $ 269,970
                                                                          ===================    ===================
                                                                         

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Construction loans payable ..........................................            $   106,839              $ 133,631
Acquisition notes payable............................................                 12,341                  9,873
Other payables to affiliates ........................................                  2,442                      -
Accounts payable and accrued liabilities.............................                 22,935                 21,604
Other liabilities ...................................................                 10,669                 12,755
                                                                          ------------------     -------------------

                  Total liabilities..................................                155,226                177,863
                                                                          -------------------    -------------------
                                                                         
Stockholders'equity:
     Common stock -- $.01 par value; 30,000,000 shares authorized,
             11,500,000 shares issued and outstanding ...............                    115                    115
     Additional paid-in capital......................................                 73,768                 73,768
     Retained earnings...............................................                 16,229                 18,224
                                                                          ------------------     -------------------
                  Total stockholders'equity..........................                 90,112                 92,107

                                                                          -------------------    ------------------
                  Total liabilities and stockholders'equity..........            $   245,338              $ 269,970
                                                                          ===================    ===================

<FN>

See accompanying notes to the condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                      NEWMARK HOMES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (unaudited)


                                                                                     Three Months
                                                                                   Ended March 31,
                                                                          -----------------------------------
                                                                              1998                 1999
                                                                          -------------        --------------
<S>                                                                       <C>                  <C> 
Revenues.............................................................     $   69,195           $   92,832
Cost of sales  ......................................................         57,740               78,339
                                                                          --------------       --------------

Gross profit.........................................................         11,455               14,493
Equity in earnings from unconsolidated subsidiaries  ................            108                  123
Selling, general and administrative expenses.........................         (8,137)             (10,324)
Depreciation and amortization........................................           (725)                (840)
                                                                          --------------       --------------
     Operating income ...............................................          2,701                3,452
Other income (expense):
     Interest expense ...............................................           (825)                (403)
     Other income, net ..............................................            165                  114
                                                                          --------------       --------------

          Income before income taxes ................................          2,041                3,163
Income taxes ........................................................            765                1,168
                                                                          --------------      ---------------
          Net income ................................................     $    1,276                1,995
                                                                          ==============       ==============
                                                                         
Earnings per common share:                                                                                   

     Basic...........................................................          $.13                 $.17
                                                                          ==============       ==============
     Diluted.........................................................          $.13                 $.17
                                                                          ==============       ==============
Weighted average number of shares of common stock equivalents outstanding:
     Basic...........................................................      9,622,222            11,500,000
                                                                          ==============       ==============
     Diluted.........................................................      9,622,222            11,500,000
                                                                          ==============       ==============
<FN>

See accompanying notes to the condensed consolidated financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                      NEWMARK HOMES CORP. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY
                                 (In thousands)
                                   (unaudited)





                                                                   Additional
                                                    Common           Paid-in         Retained
                                                      Stock          Capital         Earnings            Total
                                                    ----------- -- ------------ -- ------------- --- --------------
<S>                                                       <C>          <C>              <C>                <C>

Balance, December 31, 1997 ..................             $ 92         $52,165          $ 3,434            $55,691
Initial public offering of common stock, net
      of  issuance of costs of $2,554,000,
      March 13, 1998.........................               20          18,426                -             18,446
Capital contribution.........................                -             302                -                302
Net income...................................                -               -            1,276              1,276
                                                    -----------    ------------    -------------     --------------
Balance, March 31, 1998......................             $112         $70,893          $ 4,710            $75,715
                                                    ===========    ============    =============     ==============



Balance, December 31, 1998 ..................             $115         $73,768          $16,229            $90,112
Net income...................................                -               -            1,995              1,995
                                                    -----------    ------------    -------------     --------------
Balance, March 31, 1999......................             $115         $73,768          $18,224            $92,107
                                                    ===========    ============    =============     ==============
<FN>

See accompanying notes to the condensed consolidated financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                      NEWMARK HOMES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

                                                                                         Three Months
                                                                                       Ended March 31,
                                                                             --------------------------------------
                                                                                  1998                  1999
                                                                            ------------------     ----------------
<S>                                                                            <C>                 <C>

Cash flows from operating activities:
   Net income.......................................................           $   1,276           $   1,995
   Adjustments to reconcile net income to net cash used in operating
     activities:
     Depreciation and amortization..................................                 725                 840

     Net (gain) loss on sale of property, premises and equipment....                  13                 (24)
     Equity in earnings from unconsolidated subsidiaries............                (108)               (123)
     Changes in operating assets and  liabilities,  net of effects
         from purchase of Westbrooke Communities, Inc.:
         Inventory and land held for development, net...............             (19,711)            (25,259)
         Receivables................................................              (3,925)             (1,378)
         Other assets ..............................................               1,168              (1,093)
         Payable to affiliates......................................                (866)             (2,442)
         Accounts payable and accrued liabilities...................                (360)             (1,331)
         Other liabilities..........................................               5,488               2,085
                                                                            ------------------     ----------------
         Net cash used in operating activities  ....................             (16,300)            (26,730)
                                                                            ------------------     ----------------

Cash flows from investing activities:
   Purchases of property, premises and equipment ...................                (321)               (621)
Proceeds from sales of property, premises and equipment.............                   -                 111
   Increase in goodwill ............................................                (374)                  -
   Cash acquired in purchase of Westbooke Communities, Inc...........              3,618                   -
Investment in unconsolidated subsidiaries...........................                   -                 (50)
   Distributions from unconsolidated subsidiaries ..................                 227                 228
                                                                            ------------------     ----------------
         Net cash provided by (used in) investing activities .......               3,150                (332)
                                                                            ------------------     ----------------

Cash flows from financing activities:
   Net proceeds from initial public offering of common stock........              18,446                   -
   Capital contributions received ..................................                 302                   -
   Proceeds from advances on construction loans payable ............              57,136             201,267
   Principal payments on construction loans payable ................             (47,018)           (174,475)
   Principal payments on acquisition notes payable..................             (12,250)             (2,468)
                                                                            ------------------     ----------------
         Net cash provided by financing activities..................              16,616              24,324
                                                                            ------------------     ----------------
                                                                            
Increase (decrease) in cash ........................................               3,466              (2,738)
Cash, beginning of period ..........................................                 746               5,794
                                                                            ------------------     ----------------
Cash, end of period ................................................        $      4,212           $   3,056
                                                                            ==================     ================

Supplemental disclosures of cash flow information: 
   Cash paid for:
     Interest ......................................................        $      2,299           $   3,572
                                                                            ==================     ================
     Income taxes ..................................................        $      1,733           $   4,079
                                                                            ==================     ================
<FN>

See accompanying notes to the condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Note 1.       Summary of Significant Accounting Policies

Organization
Newmark  Homes  Corp.  and  subsidiaries   (the  Company)  is  a  majority-owned
subsidiary of Pacific  Realty Group,  Inc.  (PRG) and ultimately a subsidiary of
Pacific USA Holdings  Corp.  (PUSA).  The Company was formed in December 1994 to
serve as a real estate holding company.

The Company's primary subsidiaries are as follows:
<TABLE>
<CAPTION>

                   Subsidiary                                         Nature of Business
<S>                                                <C>

Newmark Home Corporation (Newmark) .........       Single-family    residential   homebuilding   in   Texas,
                                                   Tennessee and North Carolina -formed in 1983.
Westbrooke Communities, Inc. (Westbrooke)...       Single-family   residential   homebuilding   in   Florida
                                                   -formed in 1976.
The Adler Companies, Inc. (Adler) ..........       Single-family   residential   homebuilding   in   Florida
                                                   -formed in 1990.
Pacific United Development Corporation
(PUDC)......................................       Residential   lot  development  in  Texas  and  Tennessee
                                                   -formed in 1993.
</TABLE>

Basis of Presentation

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  The accounting and reporting  policies of the Company conform
to generally  accepted  accounting  principles and general  practices within the
homebuilding  industry.  All significant  intercompany balances and transactions
have been eliminated in the consolidated financial statements.

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Interim presentation

The accompanying  condensed consolidated financial statements have been prepared
by the Company and are unaudited.  Certain information and footnote  disclosures
normally included in financial statements presented in accordance with generally
accepted   accounting   principles  have  been  omitted  from  the  accompanying
statements.  The Company's management believes the disclosures made are adequate
to make  the  information  presented  not  misleading.  However,  the  financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 1998 Annual Report on Form 10-K.

Earnings per share

Basic earnings per share is computed by dividing earnings attributable to common
shareholders by the weighted average number of common shares outstanding for the
period.  Diluted  earnings per share reflects the potential  dilution that could
occur if securities or other  contracts to issue common stock were  exercised or
converted  into common  stock or resulted in the  issuance of common  stock that
then shared in the earnings of the Company.

The following tables reconcile the computation of basic and diluted earnings per
share for the three months ended March 31, 1998 and 1999 respectively. <TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                                        ------------------------------------------
                                                               1998                   1999
                                                        -------------------     ------------------
<S>                                                       <C>                    <C>
Income     available     to    common     shareholders                                            
(Numerator)..........................................     $ 1,276,000            $ 1,995,000
Weighted     average     of     shares     outstanding                                            
(Denominator).......................................        9,622,222             11,500,000

Basic EPS   .......................................              $.13                   $.17
                                                        ===================     ==================
Effective  of dilutive  securities - 1998 Tandem Stock
Option Plan....................................                 -                       -
Diluted EPS.....................................                 $.13                   $.17
                                                        ===================     ==================

</TABLE>

Note 2.       Inventory

The  inventory  as of  December  31,  1998 and March 31,  1999  consists  of the
following:
<TABLE>
<CAPTION>

                                                                                            Carrying Value
                                                  Number of Homes                           (In thousands)
                                       --------------------------------------     -----------------------------------
                                         December 31,             March 31,         December 31,          March 31,
                                             1998                   1999                1998                1999
                                       ------------------    ----------------     ----------------     --------------
<S>                                                  <C>                 <C>             <C>                <C>

Completed  .........................                 118                 105             $ 23,224           $ 21,630
Under construction  ................                 829                 936               98,692            115,417
Models  ............................                  74                  80               15,401             17,323
Residential lots....................                   -                   -               47,930             56,135
                                       ==================    ================     ================     ==============
               Total                               1,021               1,121            $ 185,247          $ 210,505
                                       ==================    ================     ================     ==============

</TABLE>

<PAGE>

Note 3.       Capitalized Interest

A summary of interest capitalized in inventory is as follows (In thousands):
<TABLE>
<CAPTION>

                                                                            Three Months Ended March 31,
                                                                         ------------------------------------
                                                                               1998                1999
                                                                         -----------------    ---------------
<S>                                                                               <C>                <C>

Interest capitalized, beginning of period ........................                $ 2,572            $ 5,516
Capitalized interest acquired in purchase of
      Westbrooke Communities, Inc.................................                  2,597                  -
Interest incurred ................................................                  2,591              2,724
Less interest included in:
      Cost of sales ..............................................                  1,552              1,698
      Other income (expense) .....................................                    825                403
                                                                         =================    ===============
Interest capitalized end of period ...............................                $ 5,383            $ 6,139
                                                                         =================    ===============

</TABLE>


Note 4.       Commitments and Contingencies

The Company is subject to certain  pending or  threatened  litigation  and other
claims.  Management,  after review and consultation with legal counsel, believes
the Company has  meritorious  defenses to these  matters and that any  potential
liability  from  these  matters  would  not  materially   affect  the  Company's
consolidated financial statements.


<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation


This Quarterly Report on Form 10-Q may contain forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities  Exchange Act of 1934, as amended.  Actual results
could differ materially from those projected in the  forward-looking  statements
as a result of the risk factors set forth below.

Results of Operations

The  following  tables set forth certain  operating  and financial  data for the
Company:

<TABLE>
<CAPTION>

                              New Sales Contracts,                                           Homes in
                              Net of Cancellations            Home Closings               Sales Backlog
                             ------------------------     -----------------------    -------------------------
                                  Three Months                 Three Months                   As of
                                 Ended March 31,             Ended March 31,                March 31,
                             ------------------------     -----------------------    -------------------------
<S>                                <C>          <C>              <C>        <C>            <C>           <C>

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

Houston..................           164          191               73        121            186           245
Austin.....................         139          208               86        118            142           274
Dallas/Ft. Worth.........            40           68               34         35             46            90
Nashville..................           6           26                -         15              6            33
Charlotte/
Greensboro...............             -            1                -          -              -             1
Ft. Lauderdale/
Palm Beach/Miami......              205          160              138        125            434           350
                                    ---          ---              ---        ---            ---           ---

Total......................         554          654              331        414            814           993
                                    ===          ===              ===        ===            ===           ===
</TABLE>
<TABLE>
<CAPTION>

                                                            As a Percentage of Revenue
                                                                   Three Months
                                                                 Ended March 31,
                                                        -----------------------------------
                                                              1998              1999
                                                              ----              ----
<S>                                                           <C>               <C>
Cost of sales........................................         83.4%             84.4%
Gross profit.........................................         16.6%             15.6%
Selling, general and administrative expenses.........         11.8%             11.1%
Income before income taxes...........................          2.9%              3.4%
Income taxes (1).....................................         37.5%             36.9%
Net income...........................................          1.8%              2.1%
<FN>

(1) As a percent of income before income taxes.
</FN>
</TABLE>

<PAGE>


Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.

Revenues for the three months ended March 31, 1999, increased by 34.2%, to $92.8
million,  from $69.2 million for the  comparable  period of 1998.  The number of
homes  closed by the Company  increased  by 25% to 414 homes in the three months
ended March 31, 1999 from 331 homes in the same period of 1998.

The average  selling  price of homes  closed in the three months ended March 31,
1999 was $224,232,  an increase of 7.3% from the $209,048  average selling price
in the comparable period of 1998.
New net sales contracts increased 18.1%, to 654 homes for the three months ended
March 31, 1999,  from 554 homes for the three  months ended March 31, 1998.  The
dollar amount of new net sales contracts increased 31.4%, to $152.8 million.

The Company was operating in 69 subdivisions  at March 31, 1999,  compared to 54
subdivisions  at March 31, 1998.  At March 31, 1999,  the  Company's  backlog of
sales contracts was 993 homes, a 22% increase over  comparable  figures at March
31, 1998.

Cost of sales  increased  by 35.7%,  to $78.3  million in the three months ended
March 31,  1999,  from  $57.7  million  in the  comparable  period of 1997.  The
increase  was  attributable  to the increase in  revenues.  As a  percentage  of
revenues, cost of sales for the quarter increased to 84.4% in 1999 from 83.5% in
1998.

Selling,  general and administrative (SG&A) expense increased by 26.9%, to $10.3
million in the three  months  ended  March 31,  1999,  from $8.1  million in the
comparable  period of 1998. As a percentage of revenues,  SG&A expense decreased
slightly to 11.1% in 1999,  from 11.8% in 1998.  This increase was caused by the
expansion  into the new  markets  of  Nashville,  Tennessee  and  Charlotte  and
Greensboro,  North  Carolina as well as the  expansion  in the  Company's  Texas
markets as indicated by a 22%  increase in the  Company's  backlog at the end of
March 1999 versus March 1998.

Interest  expense amounted to $403,000 in the three months ended March 31, 1999,
compared to $825,000 in the  comparable  period of 1998.  The Company  follows a
policy  of  capitalizing  interest  only  on  inventory  under  construction  or
development.  During the three months ended March 31, 1999 and 1998, the Company
expensed a portion  of  incurred  interest  and other  financing  costs on those
completed homes held in inventory. This expense decreased due to the decrease in
the average  number of completed  homes held in inventory for the quarter ending
March 31, 1999.  Capitalized  interest and other financing costs are included in
cost of sales at the time of home closings.

The Company's  provision for income taxes  decreased as a percentage of earnings
before taxes to 36.9% for the three  months  ended March 31,  1999,  compared to
37.5% for the three months ended March 31, 1998. The decrease is attributable to
a state  income tax benefit for Adler.  Under a tax  allocation  agreement  with
PUSA,  the Company is required to  calculate  its federal  corporate  income tax
liability  as if it filed a separate  federal  income tax return for each period
and to pay PUSA the sum which would result from such  calculation if the Company
were  subject to federal  corporate  income tax and filed a separate tax return.
The  Company  recognized  federal  income tax expense  under the tax  allocation
agreement  amounting  to  $1,181,000  for the three  months ended March 31, 1999
compared to $714,000 for the three months ended March 31, 1998.

Financial Condition, Liquidity and Capital Resources

At March 31, 1999, the Company had available  cash and cash  equivalents of $3.1
million.  Inventories  (including  finished homes and  construction in progress,
developed residential lots and other land) at March 31, 1999, increased by $25.3
million from $185.2 at December 31, 1998, due to a general  increase in business
activity and the expansion of  operations in the newer market areas.  Because of
the  increased  business  activity  and  expansion  of  operations  in the newer
markets,  the  Company's  ratio of  construction  loans payable to total capital
increased  to 61.8% at March 31,  1999,  from 56.0% at December  31,  1998.  The
equity to total  assets ratio  decreased  during the three  months,  to 34.1% at
March 31, 1999, from 36.7% at December 31, 1998.

The Company's  financing needs depend upon the results of its operations,  sales
volume, inventory levels, inventory turnover, and acquisitions.  The Company has
financed its  operations  through  borrowings  from financial  institutions  and
through funds from earnings.

At March 31, 1999, the Company had unused lines of credit for construction loans
totaling  approximately  $228.4  million of which $19.3  million is available to
draw down.

The Company's  growth  requires  significant  amounts of cash. It is anticipated
that future home  construction,  lot and land purchases and acquisitions will be
funded  through  internally  generated  funds  and  new and  existing  borrowing
relationships.  The Company continuously evaluates its capital structure and, in
the future,  may seek to further  increase  secured  debt and obtain  additional
equity  to  fund  ongoing  operations  as well as to  pursue  additional  growth
opportunities.

Except for ordinary expenditures for the construction of homes and, to a limited
extent,  the  acquisition of land and lots for development and sale of homes, at
March  31,  1999,   the  Company  had  no  material   commitments   for  capital
expenditures.


Seasonality and Quarterly Results

The homebuilding  industry is seasonal, as generally there are more sales in the
spring and summer  months,  resulting  in more home  closings  in the fall.  The
Company  operates in the  Southwestern  and  Southeastern  markets of the United
States, where weather conditions are more suitable to a year-round  construction
process than other areas. The Company also believes its geographic dispersion to
be somewhat  counter-cyclical,  with adverse economic conditions associated with
certain of its markets often being offset by more favorable economic  conditions
in other  areas.  The  seasonality  of school terms has an impact on the Company
operations,  but it is somewhat mitigated by the fact that many of the Company's
buyers at the higher end of the Company's price range, including Fedrick, Harris
custom homes,  no longer have children in school.  As a result of these factors,
among others,  the Company  generally  experiences  more sales in the spring and
summer  months,  and more  closings  in the  summer and fall  months.  Likewise,
Westbrooke has  experienced  seasonality in its revenues,  generally  completing
more  sales in the spring and  summer  months  and more  closings  in the fourth
quarter.

The Company historically has experienced,  and in the future expects to continue
to experience, variability in revenues on a quarterly basis. Factors expected to
contribute to the  variability  include,  among  others:  (i) the timing of home
closings;  (ii) the Company's ability to continue to acquire land and options on
acceptable  terms;  (iii) the timing of receipt of regulatory  approvals for the
construction of homes;  (iv) the condition of the real estate market and general
economic conditions;  (v) the cyclical nature of the homebuilding industry; (vi)
prevailing  interest rates and the  availability  of mortgage  financing;  (vii)
pricing policies of the Company's competitors;  (viii) the timing of the opening
of new residential projects;  (ix) weather; and (x) the cost and availability of
materials  and labor.  The Company's  historical  financial  performance  is not
necessarily a meaningful indicator of future results and the Company expects its
financial results to vary from project to project from quarter to quarter.

Year 2000 Readiness Disclosure

The company has  assessed and is  continuing  to assess its  operating  systems,
computer  software  applications,  computer  equipment and other  equipment with
embedded  electronic  circuits  ("Programs")  that it currently used to identify
whether they are year 2000 compliant and, if not, what steps are needed to bring
them into  compliance.  The Company  expects that the majority of all  Programs,
including  computer   information  systems  utilized  in  its  homebuilding  and
residential lot development  operations,  will be year 2000 compliant by the end
of the second  quarter of calendar  1999.  For those  Programs  that will not be
compliant by them, the Company is reviewing the potential  impact on the Company
and the alternatives  that are available to it if the Programs cannot be brought
into  compliance  by December 31, 1999.  The Company  believes that the required
changes to its Programs will be made on a timely basis without causing  material
operational  issues or having a material  impact on its results of operations or
its financial position.

The Company  believes  that,  should a  reasonably  likely  worst case Year 2000
situation occur, the Company,  because of the basic nature of its systems,  many
of which can be executed  manually,  would not likely  suffer  material  loss or
disruption in remedying  the  situation.  The costs  incurred and expected to be
incurred in the future regarding Year 2000 compliance have been and are expected
to be  immaterial  to the results of  operation  and  financial  position of the
Company. Costs related to Year 2000 compliance are expensed as incurred.

The  Company  has  been  reviewing   whether  its  significant   subcontractors,
suppliers,  financial institutions and other service providers ("Providers") are
Year 2000  compliant.  The  Company  is not aware of any  Providers  that do not
expect to be compliant;  however,  the Company has no means of ensuring that its
Providers  will be Year 2000 ready.  The  inability of Providers to be Year 2000
ready in a timely  fashion  could have an  adverse  impact on the  Company.  The
Company plans to respond to any such contingency  involving any of its Providers
by seeking to utilize  alternative  sources for such goods and  services,  where
practicable.   In   addition,   widespread   disruptions   in  the  national  or
international economy,  including, for example,  disruptions affecting financial
markets,  commercial and  investment  banks,  governmental  agencies and utility
services, such as heat, lights, power and telephones, could also have an adverse
impact on the Company.  The likelihood and effects of such  disruptions  are not
determinable at this time



<PAGE>



Item 3.  Changes in Information about Market Risk

         No disclosure required.

Part II.  Other Information

Item 1.  Legal Proceedings

         No disclosure required.

Item 2.  Changes in Securities

         No disclosure required.


Item 3.  Defaults Upon Senior Securities

         No disclosure required.


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

         No disclosure required.


Item 5.  Other Information

         No disclosure required.


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibit 27 - Financial Data Schedule.


         (b) Reports on Form 8-K.

          Report  on Form 8-K dated as of  January  4,  1999  pertaining  to the
          Registrant being advised that the holder of shares representing 80% of
          the Registrant's  outstanding common stock has pledged those shares in
          support of a commercial loan.

          Report on Form 8-K dated as of  February  3,  1999  pertaining  to the
          dismissal of KPMG, LLP as the Registrant's certifying accountants and
          has engaged BDO Seidman, LLP as the new certifying accountants.

          Report on Form 8-KA dated as of February  10, 1999  disclosing  letter
          from KPMG, LLP regarding their termination as certifying accountants.
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               NEWMARK HOMES CORP.

May 4, 1999                       By:    /s/ Terry C. White
                                       ----------------------------------------
Date                                   Terry C. White, Senior Vice President,
                                       Chief Financial Officer, Treasurer
                                       and Secretary