<PAGE>   1


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

                                   FORM 10-Q/A

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 1997

                                       or

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

                For the transition period from _______ to _______

                         Commission File Number: 0-22299

                               SAXTON INCORPORATED
             (Exact name of Registrant as specified in its charter)

            NEVADA                                               88-0223654
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                       5440 WEST SAHARA AVE., THIRD FLOOR
                             LAS VEGAS, NEVADA 89102
                                 (702) 221-1111
          (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.

                                 YES [X] NO [ ]

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

The number of shares of common stock, par value $.001 per share, outstanding as
of November 14, 1997 was 7,619,142.



<PAGE>   2

                               SAXTON INCORPORATED
                                   FORM 10-Q/A


<TABLE>
<CAPTION>
                                                                                    PAGE NUMBER
<S>                                                                                   <C>
PART I.  FINANCIAL INFORMATION

                Item 1.  Financial Statements

                         Condensed Consolidated Statements of Income -                    3
                         Three and Nine Months ended September 30, 1997 and 1996

                         Condensed Consolidated Balance Sheets  -                         4
                         September 30, 1997 and December 31, 1996

                         Condensed Consolidated Statements of Cash Flows -              5-6
                         Nine Months ended September 30, 1997 and 1996

                         Notes to Condensed Consolidated Financial Statements           7-9

                Item 2.  Management's Discussion and Analysis of                      10-13
                         Financial Condition and Results of Operations

PART II.  OTHER INFORMATION

                Item 1.  Legal Proceedings                                               13

                Item 2.  Changes in Securities                                           13

                Item 3.  Defaults Upon Senior Securities                                 13

                Item 4.  Submission of Matters to a Vote of Security Holders             13

                Item 5.  Other Information                                               13

                Item 6.  Exhibits and Reports on Form 8-K                                13

SIGNATURES                                                                               14

INDEX TO EXHIBITS and EXHIBITS                                                        15-17
</TABLE>



                                       2

<PAGE>   3



Part I.     FINANCIAL INFORMATION
Item 1.     Financial Statements

                               SAXTON INCORPORATED

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (in thousands except share and per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                       SEPTEMBER 30,                        SEPTEMBER 30,
                                                               -----------------------------       -----------------------------
                                                                  1997              1996              1997               1996
                                                               -----------       -----------       -----------       -----------
                                                                                (PREDECESSOR)                        (PREDECESSOR)
<S>                                                            <C>               <C>               <C>               <C>        
Revenue, including Tax Credit Partnership
  construction revenue of $3,770 and $11,692
  for the three months ended September 30, 1997 and 1996
  respectively, and $16,876 and $24,580 for the
  nine months ended September 30, 1997 and 1996,
  respectively                                                 $    12,130       $    21,119       $    44,859       $    42,325

Cost of revenue, including Tax Credit Partnership
  cost of revenue of $3,321 and $9,740
  for the three months ended September 30, 1997 and 1996
  respectively, and $13,304 and $20,181 for the
  nine months ended September 30, 1997 and 1996,
   respectively                                                      9,677            16,757            34,246            32,560
                                                               -----------       -----------       -----------       -----------

    Gross profit                                                     2,453             4,362            10,613             9,765

   General and administrative expenses                                 783               953             1,876             2,356
   Depreciation and amortization                                       360               282               983               756
                                                               -----------       -----------       -----------       -----------
     Operating income                                                1,310             3,127             7,754             6,653
                                                               -----------       -----------       -----------       -----------

Other income (expense):
   Interest expense, net of interest income of $698 and
    $25 for the three months ended September 30, 1997 and
    1996, respectively, and $792 and $61 for the
     nine months ended September 30, 1997 and 1996,
     respectively                                                      (44)             (635)           (1,504)           (2,001)
   Joint venture earnings (loss)                                        26               (33)               36               (17)
                                                               -----------       -----------       -----------       -----------
     Total other income (expense)                                      (18)             (668)           (1,468)           (2,018)
                                                               -----------       -----------       -----------       -----------

Income before provision for income taxes                             1,292             2,459             6,286             4,635

Provision for income taxes                                             431               684             1,872             1,281
                                                               -----------       -----------       -----------       -----------

Net income                                                     $       861       $     1,775       $     4,414       $     3,354
                                                               ===========       ===========       ===========       ===========

Net income per common share (note 7)                           $      0.11       $      0.36       $      0.75       $      0.68
                                                               ===========       ===========       ===========       ===========

Weighted average common shares outstanding (note 7)              7,619,142         4,937,016         5,911,446         4,934,519
                                                               ===========       ===========       ===========       ===========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       3

<PAGE>   4



                               SAXTON INCORPORATED

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


<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,      DECEMBER 31,
                                     ASSETS                                  1997              1996
                                                                          ----------        ----------
                                                                          (UNAUDITED)      (PREDECESSOR)
<S>                                                                       <C>               <C>       
Real estate properties:
  Operating properties, net of accumulated depreciation (note 3)          $   25,866        $   26,051
  Properties in development                                                   12,157            10,504
  Land held for future development or sale (note 5)                            8,266             2,253
                                                                          ----------        ----------
                    Total real estate properties                              46,289            38,808

Cash and cash equivalents                                                      1,154             1,590
Due from Tax Credit Partnerships                                              18,804            16,215
Construction contracts receivable, net of allowance for
    doubtful accounts of $421 at September 30, 1997
    and $369 at December 31, 1996                                              2,074               973
Costs and estimated earnings in excess of billings on
   uncompleted contracts (note 4)                                              5,834             2,518
Notes receivable                                                                 627               139
Investments in joint ventures (note 6)                                         1,559             1,332
Due from related parties (notes 1 & 6)                                           349               610
Prepaid expenses and other assets                                              7,375             5,772
                                                                          ----------        ----------

                    Total assets                                          $   84,065        $   67,957
                                                                          ==========        ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                                     $   10,388        $   10,545
Tenant deposits and other liabilities                                          2,838               993
Billings in excess of costs and estimated earnings
   on uncompleted contracts (note 4)                                             810               418
Notes payable and capital lease obligations (notes 1 & 5)                     39,617            39,187
Notes payable to related parties (note 6)                                      2,205             2,446
Subordinated dividend notes (note 1)                                              --             8,077
                                                                          ----------        ----------
                    Total liabilities                                         55,858            61,666

Stockholders' equity (notes 1, 7, 8 & 10)
   Common stock, $.001 par value.  Authorized 50,000,000 shares;
     issued and outstanding 7,619,142 shares at September 30, 1997
     and 4,950,548 shares at December 31, 1996                                     8                 5
   Preferred stock, $.001 par value. Authorized 5,000,000 shares;
     no shares issued and outstanding                                             --                --
   Additional paid-in capital                                                 19,570             1,014
   Retained earnings                                                           8,629             5,100
   Partners' capital                                                              --               172
                                                                          ----------        ----------
                    Total stockholders' equity                                28,207             6,291

Commitments and contingencies (note 9)                                            --                --
                                                                          ----------        ----------

                    Total liabilities and stockholders' equity            $   84,065        $   67,957
                                                                          ==========        ==========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       4

<PAGE>   5


                               SAXTON INCORPORATED

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                               -----------------------------
                                                                                  1997               1996
                                                                               ----------         ----------
                                                                                                 (PREDECESSOR)
<S>                                                                            <C>                <C>       
Cash flows from operating activities:
    Net income                                                                 $    4,414         $    3,354
    Adjustments to reconcile net income to net cash
        used in operating activities:
           Depreciation and amortization                                              983                756
           Gain on sales of commercial properties                                  (1,816)              (759)
           Joint venture (earnings) loss                                              (36)                17
           Gain on sale of Joint Venture (note 6)                                    (255)                --
    Changes in operating assets and liabilities:
           Increase in due from Tax Credit Partnerships                            (2,589)            (5,703)
           Increase in construction contracts receivable                           (1,101)              (662)
           Increase in costs and estimated earnings
              in excess of billings on uncompleted contracts                       (3,316)            (1,771)
           Decrease (increase) in residential properties under
              development                                                           1,720             (3,729)
           Increase in prepaid expenses and other assets                           (3,966)            (2,379)
           Increase (decrease) in accounts payable and accrued expenses              (157)             4,323
           Increase (decrease) in billings in excess of costs and
              estimated earnings on uncompleted contracts                             392              1,036
           Increase (decrease) in tenant deposits and other liabilities             1,845               (141)
                                                                               ----------         ----------

                     Net cash used in operating activities                         (3,882)            (5,658)
                                                                               ----------         ----------

Cash flows from investing activities:
    Expenditures for property acquisitions and improvements                       (11,540)            (6,005)
    Payment to purchase partnerships interests (note 1)                            (2,804)                --
    Proceeds from sales of commercial properties                                    4,466              2,795
    Increase in due from related parties (notes 1 & 6)                               (213)              (434)
    Decrease (increase) in notes receivable                                           552              1,965
    Capital contributions to joint ventures                                          (191)                --
                                                                               ----------         ----------

                     Net cash used in investing activities                         (9,730)            (1,679)
                                                                               ----------         ----------
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       5

<PAGE>   6



                               SAXTON INCORPORATED

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                           NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                    -------------------------------
                                                                                       1997               1996
                                                                                    ----------        -------------
                                                                                                      (PREDECESSOR)
<S>                                                                                 <C>                <C>       
Cash flows from financing activities:
    Proceeds from issuance of notes payable and capital leases                      $   22,680         $   11,568
    Principal payments on notes payable and capital leases                             (22,386)            (4,725)
    Increase (decrease) in notes payable to related parties (note 1)                      (241)               566
    Payments on subordinated dividend notes (note 1)                                    (2,698)                --
    Net proceeds from issuance of common stock (note 1)                                 17,323                 --
    Partners' capital contributions                                                        819                 --
    Distributions paid to partners                                                      (2,321)              (285)
                                                                                    ----------         ----------

                     Net cash provided by financing activities                          13,176              7,124
                                                                                    ----------         ----------

                     Net decrease in cash and cash equivalents                            (436)              (213)
Cash and cash equivalents:
    Beginning of period                                                                  1,590                492
                                                                                    ----------         ----------

    End of period                                                                   $    1,154         $      279
                                                                                    ==========         ==========

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest, net of amounts capitalized            $    2,197         $    2,079
                                                                                    ==========         ==========

    Cash paid during the period for income taxes                                    $       --         $       55
                                                                                    ==========         ==========

Non-cash financing and investing activities:
    Deferred offering costs charged against gross proceeds of initial
       public offering  (note 1)                                                    $    2,321         $       --
                                                                                    ==========         ==========

    Common stock issued to reduce subordinated dividend notes (note 1)              $    3,650         $       --
                                                                                    ==========         ==========

    Warrants for common stock issued to reduce subordinated
       dividend note obligations (note 1)                                           $    1,000         $       --
                                                                                    ==========         ==========

    Amounts due from related parties offset against subordinated
       dividend notes in satisfaction of the respective obligations (note 1)        $      729         $       --
                                                                                    ==========         ==========

    Properties sold in exchange for note receivable offset by advances
      to related parties (note 6)                                                   $    1,040         $       --
                                                                                    ==========         ==========

    Note Payable to related parties offset against proceeds from sale
      of interest in a joint venture (note 6)                                       $      500         $       --
                                                                                    ==========         ==========

    Capital lease obligation recorded in connection with
        equipment acquisitions                                                      $      136         $       --
                                                                                    ==========         ==========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       6

<PAGE>   7



                               SAXTON INCORPORATED

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1.   DESCRIPTION OF SAXTON INCORPORATED

     Saxton Incorporated (the "Company") is engaged in the acquisition, design,
development, construction, ownership and operation of real property located in
the greater Las Vegas, Nevada area. The Company's business is comprised of three
components: (i) the design, development, construction and sale of single-family
homes and properties for its own portfolio; (ii) the performance of design,
development and construction services for third parties ("Design-Build
Services"); and (iii) property operations and management. The properties consist
of industrial buildings, retail centers, apartments, single family homes and
land in various phases of development. The Company also has noncontrolling
interests in joint ventures that are engaged in the acquisition, development,
ownership and operation of real property. The accompanying condensed
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries, Summit Hills, Inc., Hillcrest, Inc. and Big Tyme Food
Marts, Inc.

     On June 30, 1997, the Company completed its initial public offering (the
"Offering") of 2,275,000 shares of common stock at $8.25 per share. The net
proceeds of approximately $17.3 million were used as follows: (i) $8.1 million
to repay indebtedness, of which $3.4 million represented indebtedness to the
Company's principal stockholders and $1.7 million represented indebtedness to
other related parties, (ii) $5.6 million to acquire land for future development,
(iii) $2.8 million to acquire the interests of various third party partners in
certain properties, and (iv) approximately $.8 million for development
activities and general corporate purposes.

     Concurrently with the closing of the Offering, certain stockholders of the
Company (the "Contributing Stockholders") contributed their partnership
interests in certain properties to the Company. In addition, certain obligations
to the Contributing Stockholders represented by subordinated dividend notes (the
"Notes") were satisfied as follows: (i) approximately $.7 million of outstanding
amounts due to the Company by the principal stockholders were offset against the
Notes, (ii) $3.65 million was repaid through the issuance by the Company of
384,256 shares of common stock, and (iii) $1.0 million was repaid through the
issuance by the Company of warrants for 400,000 shares of common stock. The
warrants are exercisable at $9.90 per share if the Company achieves specified
levels of after tax net income in 1997 and 1998.

     The accompanying condensed consolidated financial statements present the
financial position and results of operations and cash flows of the Company,
including the operations of seven general partnerships and three limited
partnerships ("Predecessor") that were under the common management and control
(or significant ownership) of the Company or its executive officers prior to the
Offering. Upon completion of certain transactions consummated by Predecessor and
others in connection with the Offering, the Company owns 100% of the economic
interests in the partnerships. Therefore, the partnerships were dissolved by
operation of law and all assets, subject to all liabilities, of such
partnerships were transferred to the Company.

NOTE 2.   BASIS OF PRESENTATION

     The accompanying condensed consolidated unaudited interim financial
statements of the Company have been prepared in conformity with generally
accepted accounting principles and reflect all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of the results of operations for the three and nine months ended
September 30, 1997 and 1996. These condensed consolidated unaudited interim
financial statements should be read in conjunction with the Company's audited
combined financial statements and the notes thereto as of and for the year ended
December 31, 1996, which are included in its prospectus dated June 24, 1997.

     The Company historically has experienced, and expects to continue to
experience, variability in quarterly sales and revenues. The combined results of
operations for the three and nine months ended September 30, 1997 are not
necessarily indicative of the results to be expected for the full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Variability of Results: Seasonality."

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



                                       7

<PAGE>   8

NOTE 3.   REAL ESTATE OPERATING PROPERTIES

     Real estate operating properties are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                 SEPTEMBER 30, 1997  DECEMBER 31, 1996
                                                    (UNAUDITED)       (PREDECESSOR)
                                                    ----------         ----------
<S>                                                 <C>                <C>       
               Cost:
                Buildings                           $   21,136         $   21,188
                Tenant Improvements                        866                900
                Land                                     6,470              6,460
                                                    ----------         ----------

               Real estate
                operating properties at cost            28,472             28,548

               Less accumulated depreciation
                and amortization                        (2,606)            (2,497)
                                                    ----------         ----------

               Real estate operating
                properties, net                     $   25,866         $   26,051
                                                    ==========         ==========
</TABLE>

NOTE 4.   CONSTRUCTION CONTRACTS

     Construction contracts receivable includes amounts retained pending
contract completion aggregating $309,000 at September 30, 1997 and $265,000 at
December 31, 1996. Based on anticipated completion dates these retentions are
expected to be collected within the next twelve months.

     Accounts payable and accrued expenses includes amounts retained pending
subcontract completion aggregating approximately $1,858,000 at September 30,
1997 and $1,220,000 at December 31, 1996.

     Costs and estimated earnings on uncompleted contracts and in excess of
billings, net, are shown on the accompanying condensed consolidated balance
sheets as follows (in thousands):

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30, 1997  DECEMBER 31, 1996
                                                                 (UNAUDITED)       (PREDECESSOR)
                                                                  --------           --------
<S>                                                               <C>                <C>     
               Costs incurred to date                             $ 57,560           $ 53,002
               Estimated earnings to date                           16,489             14,279
                                                                  --------           --------
                                                                    74,049             67,281
               Less billings to date                               (69,025)           (65,181)
                                                                  --------           --------
               Costs and estimated earnings in excess of
                billings, net                                     $  5,024           $  2,100
                                                                  ========           ========
</TABLE>


<TABLE>
<CAPTION>
                                                               SEPTEMBER 30, 1997  DECEMBER 31, 1996
                                                                  (UNAUDITED)         (PREDECESSOR)
                                                                  ----------           ----------
<S>                                                               <C>                  <C>       
               Costs and estimated earnings in excess of
                billings on uncompleted contracts                 $    5,834           $    2,518
               Billings in excess of costs and estimated
                earnings on uncompleted contracts                       (810)                (418)
                                                                  ----------           ----------

                                                                  $    5,024           $    2,100
                                                                  ==========           ==========
</TABLE>

NOTE 5.   NOTES PAYABLE

     On July 30, 1997, the Company entered into a $5,000,000 revolving line of
credit agreement (the "Agreement") with a financial institution. Loans under the
Agreement bear monthly interest at 1.5% above the prime rate as defined (8.5% at
September 30, 1997), mature on August 1, 1998, and require the Company to pay a
loan fee of .25% for each disbursement. Loans under the Agreement are available
only for the acquisition of land and are secured by first trust deeds on certain
real property. As of September 30, 1997, the Company had outstanding
indebtedness of $2,898,000, and available borrowings of $2,102,000, under the
Agreement. Under the terms of the Agreement, the Company is required to meet
certain financial covenants.

     On July 31, 1997, the Company entered into various notes payable
representing borrowings in the amount of $6,600,000 from various unaffiliated
individuals. The notes mature on July 31, 1998 and bear interest at 15%, payable
monthly. These notes are secured by first trust deeds on certain real property.



                                       8

<PAGE>   9

NOTE 6.   TRANSACTIONS WITH RELATED PARTIES

     On August 1, 1997, the Company entered into an unsecured note payable with
a director of the Company in the amount of $1,000,000, bearing interest at 12%
payable monthly and a maturity date of August 1, 1998. This note is guaranteed
by two of the principal stockholders of the Company. Interest expensed and paid
on this note for the three and nine months ended September 30, 1997 was $20,000.

     On August 27, 1997, the Company entered into an unsecured note payable with
a principal stockholder in the amount of $721,000, bearing interest at 18%
payable monthly and a maturity date of November 27, 1997. Interest incurred and
paid on this note for the three and nine months ended September 30, 1997 was
$11,000.

     On September 30, 1997, the Company entered into a transaction with a
principal stockholder in which the Company sold its interest in a joint venture
for $755,000. The book value of the Company's interest was $500,000, and the net
gain of $255,000 is included in "Other income" on the condensed consolidated
statements of income. The sales price consisted of a cash payment of $500,000
and a note receivable of $255,000 from this principal stockholder. The note
receivable bears interest at 10.25% and matures on September 30, 1998.

NOTE 7.   EARNINGS PER SHARE DATA

     The Company will adopt the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," in the fourth quarter of 1997.
Basic and diluted earnings per share are equal to the amount presented on the
accompanying condensed consolidated statements of income. Earnings per share for
the three and nine months ended September 30, 1997 and 1996, respectively, are
based upon the weighted average number of shares of common stock outstanding as
there were no material common stock equivalents outstanding during the period.

NOTE 8.   MANAGEMENT STOCK OPTION PLAN

     On June 30, 1997, the Company adopted a Management Stock Option Incentive
Plan (the "Option Plan") which provides for the granting of options to employees
to purchase common stock, up to a maximum of 500,000 shares. As of September 30,
1997, the Company has awarded an aggregate of 269,150 stock options to certain
executive officers and employees of the Company pursuant to the Option Plan.
These options will vest in equal annual installments over five years, commencing
one year from the award date, and will expire between June 30, 2007 and
September 30, 2007. All stock options were granted at the initial public
offering price of $8.25 per share.

NOTE 9.   COMMITMENTS AND CONTINGENCIES

     The Company and two of its principal stockholders are guarantors on
construction loans relating to tax credit partnerships. Total construction loans
payable for these tax credit partnerships was approximately $42.0 million and
$26.6 million at September 30, 1997 and December 31, 1996, respectively.

NOTE 10.  RECENTLY ISSUED ACCOUNTING STANDARDS

     In February 1997, SFAS No. 129, "Disclosure of Information about Capital
Structure," was issued. This statement establishes standards for disclosing
information about an entity's capital structure and is effective for periods
ending after December 15, 1997.

     In June, 1997, SFAS No. 130, "Reporting Comprehensive Income," was issued
and is effective for fiscal years beginning after December 15, 1997. This
statement requires companies to classify items of other comprehensive income by
their nature in an income statement and display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position.

     In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," was issued and is effective for fiscal years beginning
after December 15, 1997. This statement establishes standards for segment
reporting in the financial statements.

     The Company intends to comply with the requirements of these three
statements. Management does not expect the adoption of these statements to
result in disclosures that are materially different from these disclosures
currently required.



                                       9

<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-Q.

Three Months Ended September 30, 1997 Compared to Three Months Ended September
30, 1996

     Revenue. Total revenue was $12.1 million for the three months ended
September 30, 1997, representing a $9.0 million, or 42.6%, decrease from $21.1
million for the three months ended September 30, 1996. This was primarily due to
greater construction activity during the quarter ended September 30, 1996
involving two multi-family communities compared to the quarter ended September
30, 1997 during which such activity involved only one multi-family community. In
addition, a larger single family residential community was being sold during the
third quarter of 1996 as compared to the single family residential community
being sold in the third quarter of 1997.

     Cost of Revenue. Total cost of revenue was $9.7 million for the three
months ended September 30, 1997, representing a $7.1 million, or 42.3%, decrease
from $16.8 million for the three months ended September 30, 1996. This was due
to the same factors explained above for revenue. Gross profit as a percent of
revenue decreased slightly to 20.2% for the three months ended September 30,
1997 from 20.4% for the comparable period in 1996.

     General and Administrative Expenses. General and administrative expenses
were $783,000 for the three months ended September 30, 1997, representing a
$170,000, or 17.8%, decrease from $953,000 for the three months ended September
30, 1996. This was primarily due to lower marketing costs in connection with the
smaller single family residential community developed and sold during 1997.
General and administrative expenses as a percentage of total revenue was 6.5%
for the three months ended September 30, 1997 as compared to 4.5% for the three
months ended September 30, 1996. This was principally attributed to a lower
revenue base.

     Depreciation and Amortization. Depreciation and amortization was $360,000
for the three months ended September 30, 1997, representing a $78,000, or 27.7%,
increase from $282,000 for the three months ended September 30, 1996. This was
primarily due to increases in equipment purchases necessitated by the further
expansion into certain subcontracting trades.

     Interest Expense, Net. Interest expense, net, was $44,000 for the three
months ended September 30, 1997, representing a $591,000 or 93.1%, decrease from
$635,000 for the three months ended September 30, 1996. This was primarily due
to $683,000 of interest income from Tax Credit Partnerships (as later defined),
which partially offsets by higher borrowings.

     Income Before Provision for Income Taxes. As a result of the foregoing
factors, income before income taxes was $1.3 million for the three months ended
September 30, 1997, representing a $1.2 million, or 47.5%, decrease from $2.5
million for the three months ended September 30, 1996. Income before income
taxes as a percentage of total revenue was 10.7% for the three months ended
September 30, 1997 as compared to 11.8% for the three months ended September 30,
1996.

Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996

     Revenue. Total revenue was $44.9 million for the nine months ended
September 30, 1997, representing a $2.6 million, or 6.0%, increase from $42.3
million for the nine months ended September 30, 1996. This was principally
attributed to increased sales of single family homes and commercial properties.

     Cost of Revenue. Total cost of revenue was $34.2 million for the nine
months ended September 30, 1997, representing a $1.6 million, or 4.9%, increase
from $32.6 million for the nine months ended September 30, 1996. This was
primarily due to the same factors explained above for the increase in total
revenue. Gross profit as a percent of revenue was 23.7% for the nine months
ended September 30, 1997, as compared to 22.9% for the comparable period in 1996
primarily due to higher gross profit margins on the sale of commercial
properties.

     General and Administrative Expenses. General and administrative expenses
was $1.9 million for the nine months ended September 30, 1997, representing a
$500,000, or 20.8%, decrease from $2.4 million for the nine months ended
September 30, 1996. This was principally due to a larger proportion of overhead
and general costs that directly related to production and development activity
during 



                                       10

<PAGE>   11

the nine months ended September 30, 1997 as compared to the same period in 1996.
General and administrative expenses as a percentage of total revenue was 4.2%
for the nine months ended September 30, 1997, a favorable decrease from 5.6%
for the nine months ended September 30, 1996.

     Depreciation and Amortization. Depreciation and amortization was $983,000
for the nine months ended September 30, 1997, representing a $227,000, or 30.0%,
increase from $756,000 for the nine months ended September 30, 1996. This was
principally attributed to increases in equipment purchases necessitated by the
further expansion into certain subcontracting trades.

     Interest Expense, Net. Interest expense, net, was $1.5 million for the nine
months ended September 30, 1997, representing a $500,000, or 25.0%, decrease
from $2.0 million for the nine months ended September 30, 1996. This was
principally due to $683,000 of interest income from Tax Credit Partnerships,
which partially offsets higher borrowings.

     Income Before Provision for Income Taxes. As a result of the foregoing
factors, income before income taxes was $6.3 million for the nine months ended
September 30, 1997, representing a $1.7 million, or 35.6% increase, from $4.6
million for the nine months ended September 30, 1996. Income before income taxes
as a percentage of total revenue was 14.0% for the nine months ended September
30, 1997, a favorable increase over the 10.9% for the nine months ended
September 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     On June 30, 1997, the Company completed its initial public offering of
2,275,000 shares of common stock at $8.25 per share. The net proceeds of
approximately $17.3 million were used as follows: (i) $8.1 million to repay
indebtedness, of which $3.4 million represented indebtedness to the Company's
principal stockholders and $1.7 million represented indebtedness to other
related parties, (ii) $5.6 million to acquire land for future development; (iii)
$2.8 million to acquire the interests of various third-party partners in certain
properties, and (iv) approximately $.8 million for development activities and
general corporate purposes.

     The Company has historically relied upon land and project financing, as
applicable, partner and joint venture contributions in the form of land or cash,
developer's equity (value in excess of cost), other forms of debt and cash flow
from operations to provide capital for land acquisitions and portfolio
construction. The Company intends to continue to provide for its capital
requirements from these sources. Management believes that cash generated from
operations, funds available from external sources of debt and equity financing,
together with the cash on hand at September 30, 1997, will be sufficient to
provide for its capital requirements for at least the next 12 months.

     The Company has entered into various transactions with related parties
during the period ended September 30, 1997. All such material transactions have
been approved by at least a majority of the Board of Directors of the Company,
including a majority of the disinterested members of the Board of Directors and
were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.

     Operating Activities. Net cash used in operating activities was $3.9
million for the nine months ended September 30, 1997. Net cash used in operating
activities was $5.7 million for the nine months ended September 30, 1996. This
$1.8 million increase in operating cash flow was primarily due to higher net
income for the nine months ended September 30, 1997.

     Investing Activities. Net cash used in investing activities was $9.7
million for the nine months ended September 30, 1997, representing a $8.0
million increase from $1.7 million for the nine months ended September 30, 1996.
This was primarily due to an increase in expenditures for property acquisitions
and improvements as well as payments to purchase partnership interests from
affiliates.

     Financing Activities. Net cash provided by financing activities was $13.2
million for the nine months ended September 30, 1997, representing a $6.1
million increase from $7.1 million for the nine months ended September 30, 1996.
This was primarily due to net proceeds from the Company's initial public
offering, offset in part by reductions in notes payable and subordinated
dividend notes.

     As of September 30, 1997, approximately $4.7 million of notes payable will
mature in the fourth quarter of 1997 under the provisions of the various
agreements. Management expects to be able to negotiate acceptable refinancing
alternatives with the applicable lenders, however, there can be no assurance
that the Company will successfully do so.

     The Company anticipates that development of portfolio projects during the
next twelve months will cost approximately $9.1 million, which the Company plans
to finance through construction financing. The real estate development business
is capital intensive



                                       11

<PAGE>   12

and requires significant up-front expenditures to acquire and entitle land and
commence development. The Company typically finances, and expects to finance,
its land acquisition and portfolio development activities utilizing the proceeds
of institutional loans secured by real property. In some cases, the Company
plans to utilize private financing, typically on a short-term or interim basis.
In cases where the Company holds a property after completion of construction,
the Company plans to obtain permanent financing, secured by the property.

     In each of its last three fiscal years, the Company has derived a
significant portion of its construction revenue from the development of
apartment complexes ("Tax Credit Projects") for limited partnerships ("Tax
Credit Partnerships") organized to take advantage of the low income housing tax
credit provided by Section 42 of the Internal Revenue Code. At September 30,
1997, the Tax Credit Partnerships were indebted to the Company in the aggregate
amount of approximately $18.8 million, representing developer fees and land and
construction costs. Of such amount, approximately $5.3 million is payable to the
Company by the Tax Credit Partnerships from loan proceeds and additional capital
contributions of the investor limited partners. The balance of approximately
$13.5 million is payable to the Company by the Tax Credit Partnerships from cash
flow received from the operations of their respective Tax Credit Projects. While
management believes that the Tax Credit Projects will generate sufficient cash
flow to pay the amounts due, there can be no assurance that the receivable will
be paid in full or at all.

     The Company has made its capital contributions to the Tax Credit
Partnerships which own completed or substantially completed Tax Credit Projects.
The Company is obligated, however, to make operating expense loans, not to
exceed an aggregate of $2.7 million, to meet operating deficits, if any, of such
Tax Credit Partnerships.

BACKLOG

     The Company's homes are generally offered for sale in advance of their
construction. The majority of the Company's homes are sold pursuant to standard
sales contracts entered into prior to commencement of construction. Such sales
contracts are usually subject to certain contingencies such as the buyer's
ability to qualify for financing. Homes covered by such sales contracts are
considered by the Company as backlog. The Company does not recognize revenue on
homes covered by such contracts until the sales are closed and the risk of
ownership has been legally transferred to the buyer. At September 30, 1997, the
Company had 20 homes in backlog, representing an aggregate sales value of
approximately $1.7 million.

     The Company is also involved in the design-build development of commercial
projects. Backlog for such commercial projects is defined as the uncompleted
work remaining under a signed fixed price contract. The Company uses the
percentage of completion method to account for revenue from its design-build
contracts. At September 30, 1997, the Company had backlog under its design-build
contracts of approximately $33.0 million.

RISKS AND RELATED FACTORS

     Statement of Purpose of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995. In December 1995, the Private
Securities Litigation Reform Act of 1995 (the "Act") was enacted. The Act
contains amendments to the Securities Act of 1933 and the Securities Exchange
Act of 1934 which provide protection from liability in private lawsuits for
"forward-looking" statements made by persons specified in the Act. The Company
desires to take advantage of the "safe-harbor" provisions of the Act.

     The Company wishes to caution readers that, with the exception of
historical matters, the matters discussed in this Quarterly Report on Form 10-Q
are forward-looking statements that involve risks and uncertainties, including
but not limited to factors related to the highly competitive nature of the real
estate industry and its sensitivity to changes in general economic conditions,
the Company's dependence on the greater Las Vegas, Nevada area, the risks of
homebuilding and other real estate development, real estate investment risks,
the risks of indebtedness and the inability to obtain future financing,
regulatory and environmental risks, risks associated with growth and other
factors discussed in the Company's filings with the Securities and Exchange
Commission. Such factors could affect the Company's actual results during fiscal
1997 and beyond and cause such results to differ materially from those expressed
in any forward-looking statement made by the Company.

     Variability of Results: Seasonality. The Company historically has
experienced, and in the future expects to continue to experience, variability in
revenue on a quarterly basis. Factors expected to contribute to this variability
include, among others (i) the timing of home and other property sale closings;
(ii) the Company's ability to continue to acquire land and options thereon on
acceptable terms; (iii) the timing of the receipt of regulatory approvals for
the construction of homes and other development projects; (iv) the condition of
the real estate market and the general economic conditions in the greater Las
Vegas, Nevada area; (v) the prevailing interest rates and the availability of
financing, both for the Company and for the purchasers of the Company's homes
and other properties; (vi) the



                                       12

<PAGE>   13

timing of the completion of construction of the Company's homes and other
portfolio properties; and (vii) the cost and availability of materials and
labor. The Company's historical financial performance is not necessarily a
meaningful indicator of future results and, in particular, the Company expects
its financial results to vary from project to project and from quarter to
quarter. In addition, although the Company has not previously experienced
significant seasonality in its business, management expects that the Company's
increased focus on home-building activities may cause it to experience seasonal
variations in its home sales as a result of the preference of home buyers to
close their new home purchase either prior to the start of a new school year or
prior to the end of year holiday season.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     Refer to Index on page 15 of this filing.



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<PAGE>   14


                                   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.

                                  SAXTON INCORPORATED

April 13, 1998                    By: /s/ JAMES C. SAXTON
                                     -------------------------------------------
                                        James C. Saxton
                                        Chairman, President and Chief Executive
                                        Officer (Principal Executive Officer)

                                  By: /s/ DOUGLAS W. HENSLEY
                                     -------------------------------------------
                                        Douglas W. Hensley
                                        Executive Vice-President and Chief
                                        Financial Officer (Principal Financial
                                        and Accounting Officer)



                                       14

<PAGE>   15


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                 SEQUENTIALLY
     EXHIBIT                                                       NUMBERED
     NUMBER                  DESCRIPTION                             PAGE
     ------                  -----------                             ----
<S>                    <C>                                            <C>
      27               Financial  Data Schedule.                      16
</TABLE>













                                       15