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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2000

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                      OF THE SECURITIES EXHANGE 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 89146
                                 (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  June  30,  2000  was  8,336,455.


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                      SAXTON INCORPORATED AND SUBSIDIARIES
                                   FORM 10-Q


                                                                                PAGE
PART I.  FINANCIAL INFORMATION                                                 NUMBER
                                                                               ------
<S>                                                                          <C>
     ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              CONDENSED CONSOLIDATED BALANCE SHEETS  -
              DECEMBER 31, 1999 AND JUNE 30, 2000. . . . . . . . . . . . . .            3

              CONDENSED CONSOLIDATED STATEMENTS OF INCOME -
              THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000. . . . . . .            4

              CONDENSED CONSOLIDATED STATEMENT OF  STOCKHOLDERS'
              EQUITY - SIX MONTHS ENDED JUNE 30, 2000. . . . . . . . . . . .            6

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -
              SIX MONTHS ENDED JUNE 30, 1999 AND 2000. . . . . . . . . . . .          7-8

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS . . . . .            9

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . .             21

     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK               27

PART II. OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . .               28

     ITEM 2.  CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . .               28

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS. . . .               28

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . .               28

     ITEM 5.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . .               28

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . .               28

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                29
</TABLE>


                                        2
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<TABLE>
<CAPTION>
PART  I.     FINANCIAL  INFORMATION
ITEM  1.     CONDENSED  FINANCIAL  STATEMENTS

                      SAXTON INCORPORATED AND SUBSIDIARIES

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



                                                                          JUNE 30,    DECEMBER 31,
ASSETS                                                                      2000          1999
                                                                         ----------  --------------
<S>                                                                      <C>         <C>
Real estate properties (all held for sale at December 31, 1999 and
  June 30, 2000):
    Operating properties, net of accumulated depreciation . . . . . . .  $  29,829   $      28,215
  Properties under development. . . . . . . . . . . . . . . . . . . . .     70,670          89,974
    Land held for future development or sale. . . . . . . . . . . . . .     11,211          13,436
                                                                         ----------  --------------
          Total real estate properties. . . . . . . . . . . . . . . . .    111,710         131,625
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .        230           6,268
Due from Tax Credit Partnerships (held for sale at December 31, 1999
  and June 30, 2000). . . . . . . . . . . . . . . . . . . . . . . . . .      9,087          12,587
Construction contracts receivable, net of allowance for doubtful
  accounts of $100 at December 31, 1999 and June 30, 2000 . . . . . . .        393           2,451
Costs and estimated earnings in excess of billings on uncompleted
  contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,384             760
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . .        312             936
Investments in joint ventures . . . . . . . . . . . . . . . . . . . . .      3,251           3,249
Due from related parties. . . . . . . . . . . . . . . . . . . . . . . .         30              26
Goodwill, net of accumulated amortization of $734 at December 31, 1999
  and $389 at June 30, 2000 . . . . . . . . . . . . . . . . . . . . . .      2,148           7,251
Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . .       (211)          1,604
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . .      3,620           6,271
                                                                         ----------  --------------
          Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $ 131,954   $     173,028
                                                                         ==========  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .  $  26,849   $      27,576
Tenant deposits and other liabilities . . . . . . . . . . . . . . . . .        332           7,357
Billings in excess of costs and estimated earnings on uncompleted
  contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,063             220
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     74,466         117,763
Notes payable to related parties. . . . . . . . . . . . . . . . . . . .      9,674          10,103
Long-term capital lease obligations . . . . . . . . . . . . . . . . . .        770           1,041
                                                                         ----------  --------------
          Total liabilities . . . . . . . . . . . . . . . . . . . . . .    113,154         164,060
                                                                         ----------  --------------

Commitments and contingencies . . . . . . . . . . . . . . . . . . . . .

Stockholders' equity:
Common stock, $.001 par value.  Authorized 50,000,000
  shares; issued and outstanding 7,879,313 at December 31, 1999
  and 8,336,455 at June 30, 2000. . . . . . . . . . . . . . . . . . . .          8               8
Preferred stock, $.001 par value. Authorized 5,000,000
  shares; no shares issued and outstanding. . . . . . . . . . . . . . .          -               -
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .     23,510          22,482
Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . .     (4,718)        (13,522)
                                                                         ----------  --------------
          Total stockholders' equity. . . . . . . . . . . . . . . . . .     18,800           8,968
                                                                         ----------  --------------

          Total liabilities and stockholders' equity. . . . . . . . . .  $ 131,954   $     173,028
                                                                         ==========  ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        3
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<CAPTION>
                                       SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                           THREE MONTHS ENDED   SIX MONTHS ENDED
                                                                                JUNE 30,            JUNE 30,
                                                                           ------------------  -------------------
                                                                             2000      1999      2000       1999
                                                                           --------  --------  ---------  --------
<S>                                                                        <C>       <C>       <C>        <C>
REVENUE:
  Construction revenue, including Tax Credit
    Partnership construction revenue of $6,949 and $1,972
    for the three months ended June 30, 1999 and 2000, respectively, and
    $10,862 and $2,342 for the six months ended June 30, 1999 and
    2000, respectively. . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,972   $ 7,417   $  2,342   $12,167
  Sales of homes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14,778    25,430     34,062    47,101
  Sales of commercial properties. . . . . . . . . . . . . . . . . . . . .        -         -      3,530     1,550
  Sales of land in development and land held for development. . . . . . .   25,028       137     25,795       137
  Rental revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      855       844      1,814     1,854
  Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      590       588        964     1,159
                                                                           --------  --------  ---------  --------
          Total revenue . . . . . . . . . . . . . . . . . . . . . . . . .   43,223    34,416     68,507    63,968
                                                                           --------  --------  ---------  --------

COST OF REVENUE:
  Cost of construction, including Tax Credit Partnership cost of
    construction of $4,971 and $2,000 for the three months ended
    June 30, 1999 and 2000, respectively, and $7,657 and $2,785 for
    the six months ended June 30, 1999 and 2000, respectively . . . . . .    2,000     5,914      2,785     9,782
  Cost of homes sold. . . . . . . . . . . . . . . . . . . . . . . . . . .   14,559    21,932     32,295    41,162
  Cost of commercial properties sold. . . . . . . . . . . . . . . . . . .        -         -      3,128     1,006
  Cost of land in development and land held for development . . . . . . .   26,405        18     27,055        18
  Rental operating cost . . . . . . . . . . . . . . . . . . . . . . . . .      244       236        753       523
                                                                           --------  --------  ---------  --------
          Total cost of revenue . . . . . . . . . . . . . . . . . . . . .   43,208    28,100     66,016    52,491
                                                                           --------  --------  ---------  --------

  Gross profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .       15     6,316      2,491    11,477
                                                                           --------  --------  ---------  --------
  General and administrative expense. . . . . . . . . . . . . . . . . . .    2,298     2,362      5,942     4,402
  Write down of goodwill. . . . . . . . . . . . . . . . . . . . . . . . .    4,847         -      4,847         -
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .      221       577        778     1,108
                                                                           --------  --------  ---------  --------
          Operating income (loss) . . . . . . . . . . . . . . . . . . . .   (7,351)    3,377     (9,076)    5,967
                                                                           --------  --------  ---------  --------

OTHER EXPENSE:
  Interest expense, net of interest income of $233 and $8 for the
    three months ended June 30, 1999 and 2000, respectively, and $478
    and $11 for the six months ended June 30, 1999 and 2000,
    respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,601)   (1,854)    (3,205)   (3,206)
  Joint venture income (loss) . . . . . . . . . . . . . . . . . . . . . .        1       (18)         1       (24)
                                                                           --------  --------  ---------  --------
          Total other expense . . . . . . . . . . . . . . . . . . . . . .   (1,600)   (1,872)    (3,204)   (3,230)
                                                                           --------  --------  ---------  --------

Income (loss) before provision for income taxes . . . . . . . . . . . . .   (8,951)    1,505    (12,280)    2,737
Provision (benefit) for income taxes. . . . . . . . . . . . . . . . . . .   (2,122)      411     (3,040)      789
                                                                           --------  --------  ---------  --------

Income (loss) before extraordinary gain . . . . . . . . . . . . . . . . .   (6,829)    1,094     (9,240)    1,948
Extraordinary gain on troubled debt restructuring, net of income taxes
  of  $4,910 for the three months and six months ended June 30, 2000. . .   18,044         -     18,044         -
                                                                           --------  --------  ---------  --------
          Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $11,215   $ 1,094   $  8,804   $ 1,948
                                                                           ========  ========  =========  ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        4
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<CAPTION>
                                          SAXTON INCORPORATED AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                        Continued
                                                       (unaudited)

                                                                           THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                                JUNE 30,                JUNE 30,
                                                                           2000         1999        2000         1999
                                                                        -----------  ----------  -----------  ----------
<S>                                                                     <C>          <C>         <C>          <C>
EARNINGS PER COMMON SHARE:
Basic:
------
Income (loss) before extraordinary gain. . . . . . . . . . . . . . . .  $    (0.81)  $     0.14  $    (1.13)  $     0.25
Extraordinary gain on troubled debt restructuring, net of income taxes        2.16            -        2.21            -
                                                                        -----------  ----------  -----------  ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1.35   $     0.14  $     1.08   $     0.25
                                                                        ===========  ==========  ===========  ==========
Weighted-average number of common shares outstanding . . . . . . . . .   8,336,455    7,732,922   8,153,096    7,732,922
                                                                        ===========  ==========  ===========  ==========


Diluted:
--------
Income (loss) before extraordinary gain. . . . . . . . . . . . . . . .  $    (0.81)  $     0.14  $    (1.13)  $     0.25
Extraordinary gain on troubled debt restructuring, net of income taxes        2.16            -        2.21            -
                                                                        -----------  ----------  -----------  ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1.35   $     0.14  $     1.08   $     0.25
                                                                        ===========  ==========  ===========  ==========
Weighted-average number of common shares outstanding assuming
  dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8,336,455    7,734,185   8,153,096    7,734,688
                                                                        ===========  ==========  ===========  ==========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 SAXTON INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    SIX MONTHS ENDED JUNE 30, 2000
                                            (in thousands)
                                             (Unaudited)



                                                                  ADDITIONAL
                                              SHARES     COMMON     PAID-IN     ACCUMULATED
                                            OUTSTANDING   STOCK     CAPITAL       DEFICIT      TOTAL
                                            -----------  -------  -----------  -------------  -------
<S>                                         <C>          <C>      <C>          <C>            <C>

Balance at December 31, 1999 . . . . . . .        7,879  $     8  $    22,482  $    (13,522)  $ 8,968
Stock issued in connection with Volunteers
    of America (VOA) purchase agreement. .          457        -        1,028             -     1,028
Net income (loss) for the six months
    ended June 30, 2000. . . . . . . . . . . .        -        -            -         8,804     8,804
                                            -----------  -------  -----------  -------------  -------

Balance at June 30, 2000 . . . . . . . . .        8,336  $     8  $    23,510  $     (4,718)  $18,800
                                            ===========  =======  ===========  =============  =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                           SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                        SIX MONTHS ENDED
                                                                            JUNE 30,
                                                                      --------------------
                                                                        2000       1999
                                                                      ---------  ---------
<S>                                                                   <C>        <C>

Cash flows from operating activities:
-------------------------------------
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  8,804   $  1,948
  Adjustments to reconcile net income to net cash used in
    operating activities:
      Depreciation and amortization. . . . . . . . . . . . . . . . .       778      1,108
      Gain on sales of properties. . . . . . . . . . . . . . . . . .   (18,513)      (789)
      Joint venture loss . . . . . . . . . . . . . . . . . . . . . .        (1)        24
      Write down of goodwill . . . . . . . . . . . . . . . . . . . .     4,847
      Increase in investments in joint ventures. . . . . . . . . . .         -        (50)
      Changes in operating assets and liabilities:
        Tax Credit Partnerships. . . . . . . . . . . . . . . . . . .     3,500       (999)
        Construction contracts receivable. . . . . . . . . . . . . .     2,058         34
        Costs and estimated earnings in excess of billings
          on uncompleted contracts . . . . . . . . . . . . . . . . .      (625)     1,040
        Properties under development . . . . . . . . . . . . . . . .         -    (14,597)
        Prepaid expenses and other assets. . . . . . . . . . . . . .      (861)        89
        Deferred tax asset . . . . . . . . . . . . . . . . . . . . .     1,815          -
        Accounts payable and accrued expenses. . . . . . . . . . . .      (728)    (4,385)
        Billings in excess of costs and
          estimated earnings on uncompleted contracts. . . . . . . .       842        100
        Tenant deposits and other liabilities. . . . . . . . . . . .    (1,565)       181
                                                                      ---------  ---------

                 Net cash provided by (used in) operating activities       351    (16,296)
                                                                      ---------  ---------

Cash flows from investing activities:
-------------------------------------
  Expenditures for property acquisitions and improvements. . . . . .         -     (2,175)
  Proceeds from sales of properties. . . . . . . . . . . . . . . . .     5,256      1,686
  Increase in notes receivable from related parties . . . . . . . .          -        (70)
  Payments from notes receivable from related parties. . . . . . . .       (15)        58
  Decrease (increase) in notes receivable. . . . . . . . . . . . . .       639       (780)
                                                                      ---------  ---------

                 Net cash provided by (used in) investing activities     5,880     (1,281)
                                                                      ---------  ---------

Cash flows from financing activities:
-------------------------------------
  Proceeds from issuance of notes payable. . . . . . . . . . . . . .    38,233     54,621
  Payments on notes payable and capital lease obligations. . . . . .   (50,074)   (38,752)
  Proceeds from issuance of notes payable to related parties . . . .     1,468      2,472
  Payments on notes payable to related parties . . . . . . . . . . .    (1,897)    (1,705)
                                                                      ---------  ---------

                 Net cash provided by (used in) financing activities   (12,270)    16,636
                                                                      ---------  ---------

                 Net decrease in cash and cash equivalents . . . . .    (6,038)      (941)
  Cash and cash equivalents:
    Beginning of period. . . . . . . . . . . . . . . . . . . . . . .     6,268      1,331
                                                                      ---------  ---------

    End of period. . . . . . . . . . . . . . . . . . . . . . . . . .  $    230   $    390
                                                                      =========  =========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                           SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                         SIX MONTHS ENDED
                                                                             JUNE 30,
                                                                         ----------------
                                                                           2000     1999
                                                                          -------  ------
<S>                                                                       <C>      <C>
Supplemental disclosure of cash flow information:
-------------------------------------------------
    Cash paid during the period for interest, net of amounts capitalized  $   510  $5,183
                                                                          =======  ======

    Cash paid during the period for income taxes . . . . . . . . . . . .  $     -  $  259
                                                                          =======  ======

Non-cash financing and investing activities:
--------------------------------------------
    Common stock issued to Volunteers of America (VOA) in
      connection with a purchase agreement . . . . . . . . . . . . . . .  $ 1,028  $    -
                                                                          =======  ======

    Capital lease obligation recorded in connection with equipment
      acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     -  $  119
                                                                          =======  ======

    Extinguishment of troubled debt. . . . . . . . . . . . . . . . . . .  $36,159  $
                                                                          =======  ======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        8
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE  1.   DESCRIPTION  OF  SAXTON  INCORPORATED

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

     In  1995,  management recognized the need for affordable housing in the Las
Vegas  market  and  began  to develop value-priced single-family detached homes.
The  Company  opened  its first single-family home development in April 1996 and
its  second  home  development in early 1997.  During 1999, the Company sold 924
homes,  at  an  average price of $111,161, an increase from 251 homes sold at an
average price of $110,100 in 1998. Reflecting the Company's commitment to expand
its  homebuilding  activities,  in March 1998, the Company acquired Maxim Homes,
Inc.  ("Maxim") and in November 1998, acquired Diamond Key Homes, Inc. ("Diamond
Key").  Maxim, a Salt Lake City, Utah homebuilder, specialized in building homes
generally  ranging  in  price from $145,000 to $185,000. Diamond Key, an Arizona
homebuilder  and  construction  company,  specialized in entry-level and move-up
homes  generally  ranging  in  price  from  $90,000  to  $120,000.  The Company,
including  Maxim  and  Diamond Key, had 12 residential community developments in
process,  in  three  states, as of June 30, 2000.  The Company also provides its
construction  and  design-build  development  services  to  clients  which  have
included  large,  nationally  recognized  public  companies  as  well as smaller
regional  businesses.

     The  Company's  portfolio of 7 income producing properties at June 30, 2000
included  approximately  258,449  square  feet  of office, retail and industrial
facilities.  Management  monitors  the market for the Company's properties on an
ongoing  basis  to  take  advantage  of opportunities for strategic sales of its
holdings  when  conditions  are  favorable.

WORKOUT  PLAN

     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of 1999 and a halt of construction in Nevada and Utah in the first half
of  2000,  primarily  due  to  cash flow problems and over expansion, and was in
default  on  a  substantial  number  of its notes payable at June 30, 2000.  The
inadequate cash flow problem was due to several factors, including: the purchase
of Diamond Key Homes in November 1998 for approximately $12.9 million, including
$10.9  million  in  cash, a portion of which was borrowed funds; over expansion;
purchases  of  land  in  Utah  in  the first and third quarters of 1999 for $4.5
million,  which the Company purchased using a combination of high interest rate,
short  term  debt and funds intended for working capital and other purposes, and
for  which  the  Company was unable to obtain permanent replacement financing on
satisfactory  terms;  and the Company's failure to adequately monitor and manage
its  cash  flow.  The  aforementioned  facts  and  circumstances  have  raised
substantial  doubt  that the Company will be able to continue as a going concern
and,  therefore,  may  be  unable  to  realize  its  assets  and  discharge  its
liabilities  in  the  normal  course  of  business.

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


                                        9
<PAGE>
     Although  the Company hopes that the Workout Plan will allow the Company to
avoid  filing, or being forced into, bankruptcy, there can be no assurances that
the  Workout Plan will be approved by the Company's creditors and subcontractors
or,  that  if  approved, the Company will be able to successfully take the steps
necessary  under  the  Workout  Plan  to  avoid  filing,  or  being forced into,
bankruptcy.

     Cash Flow Funds Controls. The Company has finalized details of various loan
     ------------------------
terms  with its creditors and subcontractors in Nevada allowing certain controls
on  its use of cash, including a voucher control system with Nevada Construction
Services  to  coordinate payments to lenders and subcontractors. The Company has
also reached agreements with the majority of its Nevada subcontractors to accept
a  pro  rata  share  of  proceeds  from the sales of future units through escrow
disbursements,  after  the  primary  lenders  have  been  paid,  until  the
subcontractors'  obligations  are satisfied. These payments will be made through
escrow  to  insure  payment  is  made  timely  and accurately to the lenders and
subcontractors.  The  Company  has  also  agreed  to  weekly  monitoring  of the
Company's  progress  to  insure  adherence  to  the  Workout  Plan.   With these
agreements  in  place,  construction  resumed  in  Nevada  on  two  multi-family
developments  in  April  2000  and four single-family subdivisions in July 2000.
The  Company  is  currently attempting to reach similar agreements with its Utah
creditors  and  subcontractors.

     Retirement of Debt and Sale of Properties.  An agreement was reached on May
     -----------------------------------------
12,  2000  with  a group of the Company's various individual debt holders ("Debt
Holder"), which allowed the Company to dispose of certain of its assets so as to
improve  its  balance  sheet  and its cash flow.  The agreement provided for the
Debt  Holder  to  acquire assets from the Company with a carrying value of $14.2
million,  comprised  of the Company's rights to a 914 acre parcel of undeveloped
land  in  Tucson,  Arizona,  a  112 acre parcel of undeveloped land in North Las
Vegas,  Nevada,  and  two  properties under development in Phoenix, Arizona.  In
exchange  for  such  assets, the Debt Holder forgave any and all indebtedness of
the Company in favor of the Debt Holder, aggregating approximately $31.6 million
(including  assumption of $3.6 million in unrelated debt on two Phoenix, Arizona
properties) at the date of sale, and bearing interest rates ranging from 0.0% to
30.0%.  The  Company  received the Debt Holder's interest in a partnership which
has  an  investment  in  a  condominium  project  that  has  a  fair  value  of
approximately  $8.9  million  and  related debt of $7.7 million.  This agreement
eliminated  the high interest rate debt the Company has recorded with respect to
these  assets  and  it  improves  the balance sheet position in that the primary
asset  being  given  in exchange for the extinguishment of debt is a contract to
acquire  the  914 acre parcel, which was recorded as a $1.8 million asset on the
Company's Consolidated Balance Sheet.  The sale of properties and extinguishment
of  debt  resulted  in  debt  retirement of approximately $31.6 million of notes
payable  and  $5.6  million  of  deposit  liabilities.  As  a  result  of  this
transaction,  the  Company recognized an extraordinary gain on extinguishment of
troubled  debt of $22.9 million in May 2000.  Although some of the Debt Holder's
obligations  were  unsecured,  much  of  the  debt  was  secured.  Hence,  this
transaction  has  freed  up  equity  for  the purposes of generating cash either
through  loans  or  sales  to  meet  the existing cash flow shortages.  Net loss
before  provision  for  income  taxes without consideration of the extraordinary
gain  was  $12.3  million for the six months ended June 30, 2000.  By taking the
extraordinary  gain  into  consideration, net income before provision for income
taxes  increased  to  $10.6  million  for  the  same period.  In addition to the
aforementioned  transaction,  through  June  30, 2000 the Company has sold three
operating  properties  and  two parcels of land held for development in order to
generate  operating  cashflow  and  relieve  debt.

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

     The  cash  short  fall  in  the  initial  months, until business operations
stabilize,  is  dependent  on  the  sales of properties.  However, with the Debt
Holder  agreement  in  place,  considerable  cash  has  been  freed  up, and the
Company's  cash  flow  demands  from  short-term  borrowings  have  diminished
significantly.  Additionally,  it  will take time to fully implement the Workout
Plan  and  the  Company may need to obtain interim financing and there can be no
assurance  that  the  Company  will  be able to obtain such interim financing on
satisfactory  terms  or  at  all.

     In  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA) National Housing Corp., which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company agreed
to pay VOA $1,325,000 to acquire their interest in Tax Credit Partnerships.  The
purchase/settlement  agreement  was  subsequently  reduced  to  a  judgement.  A
portion of the judgement, $1,000,000, was to be satisfied by the Company issuing
457,142  shares  of  Saxton Common Stock (representing approximately 5.8% of the
Company's  Common  Stock issued and outstanding on March 12, 2000).  The balance
of  $325,000 was to be paid over a period of time; of which $125,000 was paid in
the  first quarter of 2000, with the reminder to be paid in annual installments,
over  the  next  two  years.  The  Company  delivered  the  stock.  However, VOA
contested the delivery of the stock.  The District Court clarified its judgement
to  require not only delivery, but registration of the stock, and ruled that the
Company  had  not  complied with the stock component of the judgment; lifted the
stay,  and the $1,000,000 plus interest became executable.  The Company appealed
the District Court order clarifying judgement to the Supreme Court.  The company
posted  a supersedeas bond, and on August 2, 2000 execution on the judgement was
stayed  pending  its appeal.  On June 30, 2000 the Common Stock issued to VOA is
considered  issued and outstanding and is recorded as a component of stockholder
equity.

NOTE  2.   DISPOSITION  OF  ASSETS  AND  GOODWILL  IMPAIRMENT

     On  June  15, 2000, the Company completed the sale of the remaining lots in
four  residential  subdivisions that comprise the Tucson division of Diamond Key
Homes  for  $7.9  million  in cash, resulting in an equal amount of debt relief.
The  Tucson division of Diamond Key Homes was sold to Nevada Diversified Equity,
LLC,  doing  business  as  Monterey  Homes.


                                       10
<PAGE>
     On  August  3, 2000, the Company sold all of the assets of its wholly owned
subsidiary,  HomeBanc  Mortgage  Corporation ("HomeBanc") to  Affordable Housing
Acceptance LLC, dba The Platinum Investment  Group  for  $12,000 in  cash.  With
the sale of HomeBanc, the Company will  be  discontinuing  its  line of business
as a real estate mortgage broker.  The  Company  will  discontinue operation  of
HomeBanc when the buyer obtains its FHA  license,  but  no  later  than November
1,  2000.

Goodwill  Impairment
--------------------

     Goodwill  related  to  the acquisitions of Maxim, Diamond Key and HomeBanc,
totaling  approximately  $8.0  million,  has historically been amortized over 15
years.  In  the  second  quarter  of 2000, through the restructuring of troubled
debt,  the Company sold 3 Arizona residential subdivisions.  Due to these sales,
and  the  June  15,  2000  sale  of  the Tucson Division of Diamond Key, and the
Company's  inability  to finance future projects at this time, the realizability
of  the  remaining  balance  of  the  related Diamond Key goodwill was impaired.
Based  on  the  disposition  of  the  assets,  the  Company  recorded a goodwill
impairment  of  $4.8 million.  Also in the second quarter of 2000, with the sale
of HomeBanc, and the Company's discontinuation of its line of business as a real
estate  mortgage  broker,  the  Company  expensed  $376,000 in related Goodwill.
Additionally,  during  the second quarter of 2000, Maxim Homes sold one piece of
raw  land held for future development and took a goodwill impairment of $78,000.
The  operations  of  these  three  acquisitions  were  included in the Company's
Consolidated  Statements  of  Operations  since  their  acquisition  dates.

NOTE  3.   BASIS  OF  PRESENTATION

     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements  have  been  prepared  on  a  going  concern  basis.  The Company has
experienced  a slowdown of construction in the fourth quarter of 1999 and a halt
of construction in Nevada and Utah in the first half of 2000, primarily due to a
shortage  of  available  cash  flow.  The  Company  presently  is  unable to pay
interest  or  principal  amounts  outstanding on notes payable and a substantial
number  of  its notes payable were in default at June 30, 2000.  The Company has
cured  many  of  its  notes  in default and is currently negotiating forbearance
agreements  with  the  remaining lenders.  In the event the Company is unable to
successfully  renegotiate  an  appropriate  period  of  forbearance  or  other
satisfactory  restructuring  of  the  remaining  notes  payable  in default, the
lenders  thereunder  have  the  right  to accelerate the loan and exercise their
remedies  under  the  note  agreements,  including foreclosure of their security
interest  in  the  Company's  assets.

     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements  of  the  Company  have  been  prepared in conformity with accounting
principles  generally  accepted  in  the  United  States of America ("GAAP") 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  six  months  ended  June  1999  and  2000. These condensed
consolidated  unaudited  interim  financial  statements  should  be  read  in
conjunction with the Company's audited consolidated financial statements and the
notes thereto as of and for the year ended December 31, 1999, which are included
in the Company's Form 10-K filed with the Securities and Exchange Commission for
the  year  ended December 31, 1999.  Certain reclassifications have been made to
conform  prior  periods  with  the  current  period  presentation.

Recent  Accounting  Pronouncements
----------------------------------

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

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB  101  clarifies  existing  accounting  principles related to revenue
recognition in financial statements.  The Company is required to comply with the
provisions  of  SAB  101  by the fourth quarter of 2000.  Management has not yet
completed  an  analysis  of  the  impact that SAB 101 will have on the Company's
current  revenue  recognition  practices.


                                       11
<PAGE>
NOTE  4.   REAL  ESTATE  OPERATING  PROPERTIES

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

                                           JUNE 30, 2000    DECEMBER 31, 1999
                                          ---------------  -------------------
Cost:
  Buildings. . . . . . . . . . . . . . .  $       22,651   $           24,384
  Tenant improvements. . . . . . . . . .           3,977                  730
  Land . . . . . . . . . . . . . . . . .           6,763                6,687
                                          ---------------  -------------------
Real estate operating properties at cost          33,391               31,801

  Less accumulated depreciation and
    amortization . . . . . . . . . . . .          (3,562)              (3,586)
                                          ---------------  -------------------

Real estate operating properties, net. .  $       29,829   $           28,215
                                          ===============  ===================

     Depreciation  expense  relating to real estate operating properties for the
three  months  ended  June  30, 1999 and 2000 was $191,000 and $0, respectively.
Depreciation  expense  relating  to real estate operating properties for the six
months  ended  June  30,  1999 and 2000 was $346,000 and $143,000, respectively.
Depreciation  on operating properties was discontinued during the second quarter
of  2000  as  all  operating  properties  were  held  for  sale.

NOTE  5.   CONSTRUCTION  CONTRACTS

     Construction  contracts receivable of $2.4 million and $393,000 at December
31,  1999  and  June  30,  2000,  respectively, include amounts retained pending
contract  completion aggregating approximately $146,000 at December 31, 1999 and
June  30,  2000.  Based  on  anticipated  completion dates, these retentions are
expected  to  be  collected  within  the  next  twelve  months.

     Accounts payable and accrued expenses of $27.5 million and $26.8 million at
December  31,  1999  and  June  30, 2000, respectively, include amounts retained
pending  subcontract  completion,  aggregating  approximately  $3.5  million  at
December  31,  1999  and  $2.6  million  at  June  30,  2000.

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

                                           JUNE 30, 2000    DECEMBER 31, 1999
                                          ---------------  -------------------
Costs incurred to date . . . . . . . . .  $      112,729   $          110,418
Estimated earnings to date . . . . . . .          32,372               34,902
                                          ---------------  -------------------
                                                 145,101              145,320
Less billings to date. . . . . . . . . .        (144,780)            (144,780)
                                          ---------------  -------------------

Cost and estimated earnings in excess of
billings, net. . . . . . . . . . . . . .  $          321   $              540
                                          ===============  ===================


                                       12
<PAGE>
     Costs  and  estimated earnings in excess of billings, net, are shown on the
accompanying Condensed Consolidated Balance Sheets as follows  (in  thousands):

                                            JUNE 30, 2000    DECEMBER 31, 1999
                                           ---------------  -------------------
Costs and estimated earnings in excess of
  billings on uncompleted contracts . . .  $        1,384   $              760
Billings in excess of costs and estimated
  earnings on uncompleted contracts . . .          (1,063)                (220)
                                           ---------------  -------------------

Costs and estimated earnings in excess of
  billings, net . . . . . . . . . . . . .  $          321   $              540
                                           ===============  ===================

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

NOTE  6.   PREPAID  EXPENSES  AND  OTHER  ASSETS

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

<TABLE>
<CAPTION>
                                                        JUNE 30, 2000   DECEMBER 31, 1999
                                                        --------------  ------------------
<S>                                                     <C>             <C>
Rental and other accounts receivable . . . . . . . . .  $          945  $            2,036
Development costs. . . . . . . . . . . . . . . . . . .             479                 151
Furniture and equipment, net . . . . . . . . . . . . .             830               1,368
Option and escrow deposits and impounds. . . . . . . .             495               1,319
Other assets, primarily prepaid expenses and loan fees             871               1,397
                                                        --------------  ------------------

                                                        $        3,620  $            6,271
                                                        ==============  ==================
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
NOTE  7.   NOTES  PAYABLE

Notes  payable  consist  of  the  following  (in  thousands):

                                                   OUTSTANDING BALANCE AT
                                                  ------------------------
                                                  DECEMBER 31,   JUNE 30,        INTEREST          MATURITY     APPROXIMATE
                                                  ------------  ----------       RATES AT          DATES AT       MONTHLY
                                                      1999         2000       JUNE 30, 2000     JUNE 30, 2000     PAYMENTS
                                                  -------------  ---------  ------------------  --------------  ------------
<S>                                               <C>            <C>        <C>                 <C>             <C>
Notes payable to various financial institutions,
  collateralized by first trust deeds on real
  property with a carrying value of $114.0                                                      February 2007-
  million at June 30, 2000. . . . . . . . . . . . $      84,722  $  69,927        7.9% - 15.3%  November 2027   $       546

Notes payable to various financial institutions,
  collateralized by second deeds of trust on                                                    September 2000-
  real property . . . . . . . . . . . . . . . . .             -      3,837               20.0%  December 2000            21

Notes payable to various financial institutions,
  unsecured . . . . . . . . . . . . . . . . . . .         2,108          -                                                -

Notes payable to various financial institutions,
  collateralized by other assets.  Includes
  $521,000 collateralized by Common Stock
  personally owned by the Company's President
  and principal stockholder, James C. Saxton,
  and includes $181,000 payable at June 30,
  2000 to VOA to acquire interests in VOA's                                                     March 2000 -
  tax credit partnerships . . . . . . . . . . . .         3,146        702        9.0% - 12.0%  January 2002              4
                                                  -------------  ---------

     Subtotal of various financial
        institutions                                     89,976     74,466
                                                  -------------  ---------

Notes payable to various individuals, secured by
  first trust deeds on real property                     14,132          -                                                -

Notes payable to various individuals,
  unsecured   . . . . . . . . . . . . . . . . . .         6,355          -                                                -

Notes payable to various individuals,
  collateralized by other assets, including
  $1.9 million collateralized by Common Stock
  personally owned by the Company's President
  and principal stockholder, James C. Saxton
  Also includes $5.2 million collateralized
  by second deeds of trust on commercial
  properties owned by the Company . . . . . . . .         7,300          -                                                -
                                                  -------------  ---------

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

     Total . . . . . . . . . . . . . . . . . . .  $     117,763  $  74,466
                                                  =============  =========
</TABLE>

     A  substantial number of the above notes payable were in default but not in
foreclosure  at  June  30,  2000.

     The  Company  had  5  properties  in foreclosure as of August 15, 2000. The
Company  is  attempting  to  prevent  foreclosure  sales  by  completing pending
property  sales  and  other  sales, which could provide sufficient cash flows to
payoff  the  related  debt.  There  can be no assurance that the Company will be
successful  in  preventing  the  foreclosure  sales  of  these  properties.



                                       14
<PAGE>
     The  properties in foreclosure as of August 15, 2000 and their related debt
outstanding  at  June  30,  2000  are  as  follows:

                         COLLATERAL           AMOUNT            FORECLOSURE
                       CARRYING VALUE       OUTSTANDING     AND/OR EXPIRATION OF
PROPERTY              AT JUNE 30, 2000   AT JUNE 30, 2000     FORBEARANCE DATE
--------------------  -----------------  -----------------  --------------------

Sahara Vista B . . . $        6,612,000  $       3,731,691     August 23, 2000
Regency Plaza. . . .          2,732,000          1,459,094     August 23, 2000
Sahara West. . . . .          1,854,000          1,451,153  September 18, 2000
Sahara Vista A (1) .          4,809,000          3,927,648                 N/A
Silver Springs C (2)          7,083,000          3,808,986                 N/A
                      -----------------  -----------------

  Total. . . . . . .  $      23,090,000  $      14,378,572
                      =================  =================

(1)  The  Company  has  met the requirements of the forbearance agreement and is
     awaiting  release.
(2)  The  Company  has  agreed to terms with the lender that will allow the loan
     to  become  current  and  the  remaining  balance  in  use  by  the Company
     as a homebuilding  production  loan.

Notes  secured  by real property and refinanced at June 30, 2000 are as follows:

<TABLE>
<CAPTION>
                               COLLATERAL
                             CARRYING VALUE      AMOUNT     INTEREST RATE     MATURITY
PROPERTY                    AT JUNE 30, 2000   REFINANCED    ON NEW NOTE        DATE
--------------------------  -----------------  -----------  --------------  ------------
<S>                         <C>                <C>          <C>             <C>
Smoke Ranch. . . . . . . .  $       2,531,000  $ 1,498,844  Prime + 1.5%    June 1, 2001
Madre Mesa North and South          3,699,000    1,328,902  Prime + 1.5%    June 1, 2001
                            -----------------  -----------

  Total. . . . . . . . . .  $       6,230,000  $ 2,827,746
                            =================  ===========
</TABLE>

  Unsecured  notes  payable  refinanced  at  June  30,  2000  are  as  follows:

                                  AMOUNT     INTEREST RATE   MATURITY
NEW NOTE COLLATERALIZED BY:     REFINANCED    ON NEW NOTE    DATE
------------------------------  -----------  --------------  --------------
2nd Deed of Trust Corte Madera  $ 1,790,000        10%       April 30, 2001

     For  the remaining notes payable with maturity dates in 2000, management is
negotiating  refinancing  alternatives  with  the  applicable  lenders.

     On  July  30, 1997, the Company entered into a $5,000,000 revolving line of
credit  agreement  with a financial institution.  Loans under the agreement bear
monthly interest at 1.5% above the prime rate as defined in the agreement (8.50%
at December 31, 1999 and 9.50% at June 30, 2000), and require the Company to pay
a  loan  fee  of  0.25%  for  each  disbursement.  Loans under the agreement are
available  only for the acquisition of land and are secured by first trust deeds
on  certain  real  property.  As  of  June 30, 2000, the Company had outstanding
indebtedness  of  $2,300,000 maturing on August 1, 2000 and $500,000 maturing on
March 12, 2000 for a total indebtedness of $2,800,000 (included in notes payable
to  financial  institutions).  Under  the terms of the agreement, the Company is
required to meet certain financial covenants.  At June 30, 2000, the Company was
in  default  on  this  loan.

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


                                       15
<PAGE>
     The  approximate  principal  maturities  of notes payable outstanding as of
June  30,  2000  are  as  follows  (in  thousands):

                  Year ending December 31,
                           2000. . . . . . . . . .  $  44,764
                           2001. . . . . . . . . .     13,424
                           2002. . . . . . . . . .      1,694
                           2003. . . . . . . . . .          -
                           2004. . . . . . . . . .          -
                           Thereafter. . . . . . .     14,584
                                                    ---------

                                                    $  74,466
                                                    =========


NOTE  8.   NOTES PAYABLE TO RELATED PARTIES AND OTHER RELATED PARTY TRANSACTIONS

     Notes  payable  to  related  parties are unsecured notes payable to certain
Stockholders,  Officers  and  Directors of the Company for development purposes.
Interest  only  payments  are  due monthly at rates ranging from 12.0% to 19.0%,
with  all  amounts  due  at  various dates in 2000.  During the first quarter of
1999,  the  Company  borrowed $724,000 and $300,000 from the Company's President
and  principal  stockholder,  James C. Saxton.  The notes matured on February 1,
2000  and bear interest at 19.0% and 18.0% per annum, respectively.  At June 30,
2000,  the  outstanding  balances  were  $724,000 and $300,000, respectively and
these  loans  were  in  default.

     On  November 15, 1999, (the first anniversary of the closing of the Diamond
Key  acquisition),  in  connection with the purchase of Diamond Key, the Company
issued  146,391  shares of the Company's Common Stock to Larison P.  Clark.  The
Company  was  also  obligated to pay Mr.  Clark $1.0 million in cash on November
15,  1999.  The Company paid Mr.  Clark $300,000 through December 31, 1999.  The
remainder  was  recorded as a note payable for $700,000 with an interest rate of
18.0%  per  annum,  due  on  May 3, 2000 of which $225,000 was paid in the first
quarter  of 2000.  The outstanding balance at June 30, 2000 was $475,000.  As of
June  30,  2000  this  loan  was  in  default.

     During  the second quarter of 1999, the Company's Executive Vice President,
Michele  Saxton  Pori,  pledged  530,000  shares of Common Stock, or 6.9% of the
Company's  outstanding  shares as of December 31, 1999, as collateral for a $1.2
million  personal  loan.  Ms.  Pori  reloaned  the proceeds to the Company.  The
note  payable bears interest at 12.0% per annum and matured on February 3, 2000.
The  outstanding  balance at June 30, 2000 was $591,000.  At June 30, 2000, this
loan  was  in default.  The Company understands that Ms.  Pori intends to repay,
in full, the loan from the lender upon repayment of the loan she has made to the
Company.

     During  the  fourth  quarter of 1998, the Company's President and principal
stockholder,  James  C.  Saxton,  pledged  3,471,590  shares of common stock, or
approximately 44.1% of the Company's outstanding shares at December 31, 1999, as
collateral for two personal loans to Mr.  Saxton and three loans to the Company.
Mr.  Saxton reloaned the proceeds from the two personal loans to the Company for
use in connection with the acquisition of Diamond Key.  The two notes payable to
Mr.  Saxton,  aggregating  $7.6  million,  bear  interest at 12.0% per annum and
matured  on February 1, 2000.  The outstanding balance at June 30, 2000 was $5.4
million.  As  of  June  30,  2000,  these  loans  were  in default.  The Company
understands  that  Mr.  Saxton intends to repay, in full, the loans from the two
lenders  upon  repayment  of  the  loans  he  has  made  to  the  Company.


                                       16
<PAGE>
NOTE  9.   EARNINGS  PER  COMMON  SHARE

     As  required  by SFAS No. 128, "Earnings per Share," ("EPS"), the following
unaudited  tables  reconcile net income applicable to common stockholders, basic
and diluted shares and EPS for the following periods (in thousands, except share
and  per  share  amounts):

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED JUNE 30, 2000  THREE MONTHS ENDED JUNE 30, 1999
                                --------------------------------  --------------------------------
                                                      PER-SHARE                       PER-SHARE
                                 INCOME    SHARES      AMOUNT     INCOME    SHARES      AMOUNT
                                --------  ---------  -----------  -------  ---------  ----------
<S>                             <C>       <C>        <C>          <C>      <C>        <C>
Income (loss) before
  extraordinary gain . . . . .  $(6,829)                          $ 1,094

Basic EPS
---------
Income (loss) before
  extraordinary gain . . . . .   (6,829)  8,336,455  $    (0.81)    1,094  7,732,922  $     0.14
                                --------  ---------  ===========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -           -                     -      1,263
                                --------  ---------               -------  ---------

Diluted EPS
-----------
Income (loss) before
  extraordinary gain. . . . .   $(6,829)  8,336,455  $    (0.81)  $ 1,094  7,734,185  $     0.14
                                ========  =========  ===========  =======  =========  ==========


                                 SIX MONTHS ENDED JUNE 30, 2000   SIX MONTHS ENDED JUNE 30, 1999
                                -------------------------------   ------------------------------
                                                      PER-SHARE                       PER-SHARE
                                 INCOME    SHARES      AMOUNT     INCOME    SHARES      AMOUNT
                                --------  ---------  -----------  -------  ---------  ----------
Income (loss) before
  extraordinary gain . . . . .  $(9,240)                          $ 1,948

Basic EPS
---------
Income (loss) before
  extraordinary gain . . . . .   (9,240)  8,153,096  $    (1.13)    1,948  7,732,922  $     0.25
                                --------  ---------  ===========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -           -                     -      1,766
                                --------  ---------               -------  ---------

Diluted EPS
-----------
Income (loss) before
  extraordinary gain . . . . .  $(9,240)  8,153,096  $    (1.13)  $ 1,948  7,734,688  $     0.25
                                ========  =========  ===========  =======  =========  ==========


                                THREE MONTHS ENDED JUNE 30, 2000  THREE MONTHS ENDED JUNE 30, 1999
                                --------------------------------  --------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
Extraordinary gain on
 troubled debt restructuring .  $18,044                         $     -

Basic EPS
---------
Extraordinary gain on
 troubled debt restructuring .   18,044  8,336,455  $     2.16        -  7,732,922  $        -
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,263
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Extraordinary gain on
 troubled debt restructuring .  $18,044  8,336,455  $     2.16  $     -  7,734,185  $        -
                                =======  =========  ==========  =======  =========  ==========
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                 SIX MONTHS ENDED JUNE 30, 2000   SIX MONTHS ENDED JUNE 30, 1999
                                -------------------------------   ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Extraordinary gain on
 troubled debt restructuring .  $18,044                         $     -

Basic EPS
---------
Extraordinary gain on
  troubled debt restructuring.   18,044  8,153,096  $     2.21        -  7,732,922  $        -
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,766
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Extraordinary gain on
  troubled debt restructuring.  $18,044  8,153,096  $     2.21  $     -  7,734,688  $        -
                                =======  =========  ==========  =======  =========  ==========


                                THREE MONTHS ENDED JUNE 30, 2000  THREE MONTHS ENDED JUNE 30, 1999
                                --------------------------------  --------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
Net income . . . . . . . . . .  $11,215                         $ 1,094

Basic EPS
---------
Income applicable to
  Common stockholders. . . . .   11,215  8,336,455  $     1.35    1,094  7,732,922  $     0.14
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,263
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Income applicable to
  Common stockholders
  and assumed conversions. . .  $11,215  8,336,455  $     1.35  $ 1,094  7,734,185  $     0.14
                                =======  =========  ==========  =======  =========  ==========


                                 SIX MONTHS ENDED JUNE 30, 2000  SIX MONTHS ENDED JUNE 30, 1999
                                -------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
Net income . . . . . . . . . .  $ 8,804                         $ 1,948

Basic EPS
---------
Income applicable to
  Common stockholders. . . . .    8,804  8,153,096  $     1.08    1,948  7,732,922  $     0.25
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,766
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Income applicable to
  Common stockholders
  and assumed conversions. . .  $ 8,804  8,153,096  $     1.08  $ 1,948  7,734,688  $     0.25
                                =======  =========  ==========  =======  =========  ==========
</TABLE>

     The  Company  had  options  outstanding  to purchase Common Stock that were
excluded  from  the  computation  of  Diluted EPS since their exercise price was
greater than the average market price.  The antidilutive options outstanding for
June  30,  1999  and  2000  were  736,198  and  615,115,  respectively.

NOTE  10.   MANAGEMENT  STOCK  OPTION  PLAN

     On  June  30, 1997, the Company adopted a Management Stock Option Incentive
Plan (the "Option Plan") which provides for the grant of options to employees to
purchase  Common  Stock, up to a maximum of 500,000 shares. On December 7, 1998,
the Company's Board of Directors approved an increase from 500,000 to 750,000 in
number  of  shares subject to stock options under the Option Plan.  The increase
was  approved  by the stockholders at the annual meeting of stockholders in June
1999.  All  officers,  employees  (including  employees  who  are  Directors),


                                       18
<PAGE>
consultants,  advisers,  independent  contractors  and  agents  are  eligible to
receive  options  under  the  Option  Plan,  except  that only employees will be
eligible  to  receive  incentive  stock  options.  No person eligible to receive
options  under the Option Plan may receive options for the purchase of more than
an  aggregate  of  25,000  shares  in any year.  As of June 30, 2000, there were
289,300  options  outstanding  under  the Option Plan.  Stock options granted on
June  30,  1997  were  issued  at  an exercise price equal to the initial public
offering  price  of  $8.25 per share.  Stock options granted after June 30, 1997
were  granted  at  the  closing stock price on the grant date as reported on the
Nasdaq  Stock  Market.

     As  of January 2, 1998, the Compensation Committee determined that it would
be  in  the  best  interests  of  the  Company  to  offer all option holders the
opportunity to elect to reduce the exercise price of existing options from $8.25
per  share  to  $6.875  per  share  (the closing price of the Company's stock as
reported on the Nasdaq Stock Market on January 2, 1998), subject to extension of
the  five year vesting schedule to commence January 2, 1998.  Holders of options
for  148,300 shares elected to have their stock options repriced.  These options
are exercisable for a period of ten years and six months from the date of grant,
and  vest  ratably  over a five year period commencing on the date of grant.  In
the  event  that  the  employment of any optionee terminates during the exercise
period,  the  options  lapse  30  days following such termination of employment.

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

     Upon  the  occurrence  of  certain  extraordinary  events,  appropriate
adjustments  will  be  made  by  the  Board of Directors to preserve, but not to
increase, the benefits to option holders, including adjustments to the aggregate
number  and  kind  of  shares  subject  to outstanding options and the per share
exercise  price.

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

NOTE  11.   COMMITMENTS  AND  CONTINGENCIES

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

     The  Company  and  its  two  principal  stockholders  are  guarantors  on
construction loans relating to Tax Credit Partnerships. Total construction loans
payable  for  these Tax Credit Partnerships were approximately $29.9 million and
$33.8  million  at  December  31,  1999  and  June  30,  2000,  respectively.

NOTE  12.   INFORMATION  REGARDING  BUSINESS  SEGMENTS

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


                                       19
<PAGE>
     The  Company has determined that its reportable segments are those that are
based  on  the  Company's  method  of  internal  reporting, which  disaggregates
its  business  by certain lines  of  business  components.  The  Company's  four
reportable operating segments are: Homebuilding, Design-Build Services, Sales of
Property  and  Property   Operations   and  Management.  Retail  operations  and
corporate  activities are included in the "Other" column.  The financial results
of  the  Company's  operating segments are presented on an accrual basis.  There
are  no significant differences among the accounting policies of the segments as
compared  to  the  Company's  consolidated  financial  statements.  The  Company
evaluates  the performance of its segments and allocates resources to them based
on revenues and gross profit.  There are no material intersegment revenues.  The
tables  below present information about the Company's operating segments for the
three  and six months ended June 30, 1999 and 2000, respectively (in thousands):

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED JUNE 30, 2000
                         ----------------------------------------------------------------------------------
                                                                         PROPERTY
                          DESIGN-BUILD                    SALES OF    OPERATIONS AND
                            SERVICES      HOMEBUILDING    PROPERTY      MANAGEMENT      OTHER      TOTAL
                         --------------  --------------  ----------  ----------------  --------  ----------
<S>                      <C>             <C>             <C>         <C>               <C>       <C>
Revenue . . . . . . . .  $       1,972   $      14,778   $  25,028   $           855   $   590   $  43,223
Costs . . . . . . . . .          2,000          14,559      26,405               244         -      43,208
                         --------------  --------------  ----------  ----------------  --------  ----------
  Gross profit (loss) .  $         (28)  $         219   $  (1,377)  $           611   $   590   $      15
                         ==============  ==============  ==========  ================  ========  ==========

Depreciation and
  amortization expense.  $           -   $         124   $       -   $           220   $  (123)  $     221

Interest expense. . . .  $           -   $           -   $       -   $          (451)  $(1,158)  $  (1,609)
Interest income . . . .  $           -   $           1   $       -   $             -   $     -   $       1

Total assets. . . . . .  $      10,864   $      71,368   $     209   $        44,211   $ 5,301   $ 131,953
</TABLE>



<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED JUNE 30, 1999
                         ----------------------------------------------------------------------------
                                                                     PROPERTY
                        DESIGN-BUILD                  SALES OF    OPERATIONS AND
                          SERVICES     HOMEBUILDING   PROPERTY      MANAGEMENT      OTHER     TOTAL
                        -------------  -------------  ---------  ----------------  -------  ---------
<S>                     <C>            <C>            <C>        <C>               <C>      <C>
Revenue. . . . . . . .  $       7,417  $      25,430  $     137  $           844   $  588   $ 34,416
Costs. . . . . . . . .          5,914         21,932         18              236        -     28,100
                        -------------  -------------  ---------  ----------------  -------  ---------
  Gross profit . . . .  $       1,503  $       3,498  $     119  $           608   $  588   $  6,316
                        =============  =============  =========  ================  =======  =========

Depreciation and
  amortization expense  $           -  $         124  $       -  $           191   $  262   $    577

Interest expense . . .  $           -  $           -  $       -  $        (2,060)  $  (27)  $ (2,087)
Interest income. . . .  $           -  $           -  $       -  $           233   $    -   $    233

Total assets . . . . .  $      43,441  $      83,847  $       -  $        49,398   $8,908   $185,594
</TABLE>



<TABLE>
<CAPTION>
                                        SIX MONTHS ENDED JUNE 30, 2000
                         --------------------------------------------------------------------------------
                                                                       PROPERTY
                         DESIGN-BUILD                   SALES OF    OPERATIONS AND
                           SERVICES     HOMEBUILDING    PROPERTY      MANAGEMENT      OTHER      TOTAL
                        --------------  -------------  ----------  ----------------  --------  ---------
<S>                     <C>             <C>            <C>         <C>               <C>       <C>
Revenue. . . . . . . .  $       2,342   $      34,062  $  29,325   $         1,814   $   964   $ 68,507
Costs. . . . . . . . .          2,785          32,295     30,183               753         -     66,016
                        --------------  -------------  ----------  ----------------  --------  ---------
 Gross profit (loss) .  $        (443)  $       1,767  $    (858)  $         1,061   $   964   $  2,491
                        ==============  =============  ==========  ================  ========  =========

Depreciation and
 amortization expense.  $           -   $         240  $       -   $           227   $   311   $    778

Interest expense . . .  $           -   $           -  $       -   $        (1,070)  $(2,146)  $ (3,216)
Interest income. . . .  $           -   $           4  $       -   $             -   $     7   $     11

Total assets . . . . .  $      10,864   $      71,368  $     209   $        44,211   $ 5,301   $131,953
</TABLE>


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED JUNE 30, 1999
                        ----------------------------------------------------------------------------
                                                                    PROPERTY
                       DESIGN-BUILD                  SALES OF    OPERATIONS AND
                         SERVICES     HOMEBUILDING   PROPERTY      MANAGEMENT      OTHER     TOTAL
                       -------------  -------------  ---------  ----------------  -------  ---------
<S>                    <C>            <C>            <C>        <C>               <C>      <C>
Revenue . . . . . . .  $      12,167  $      47,101  $   1,687  $         1,854   $1,159   $ 63,968
Costs . . . . . . . .          9,782         41,162      1,024              523        -     52,491
                       -------------  -------------  ---------  ----------------  -------  ---------
 Gross profit . . . .  $       2,385  $       5,939  $     663  $         1,331   $1,159   $ 11,477
                       =============  =============  =========  ================  =======  =========

Depreciation and
 amortization expense  $           -  $         250  $       -  $           349   $  509   $  1,108

Interest expense. . .  $           -  $           -  $       -  $        (3,657)  $  (27)  $ (3,684)
Interest income . . .  $           -  $           -  $       -  $           478   $    -   $    478

Total assets. . . . .  $      43,441  $      83,847  $       -  $        49,398   $8,908   $185,594
</TABLE>

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

                    THREE MONTHS ENDED  SIX MONTHS ENDED
                         JUNE 30,           JUNE 30,
                     2000      1999      2000     1999
                   --------  --------  -------  --------
         Arizona      48.2%     42.2%    59.4%     42.2%
         Nevada.      43.6      48.0     35.4      46.4
         Utah. .       8.2       9.8      5.2      11.4
                   --------  --------  -------  --------

           Total     100.0%    100.0%   100.0%    100.0%
                   ========  ========  =======  ========


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  of  Saxton
Incorporated  (the  "Company")  appearing  elsewhere  in  this  Form  10-Q.

Three  months  Ended  June 30, 2000 Compared to Three months Ended June 30, 1999
--------------------------------------------------------------------------------

     Revenue.  Total  revenue  was $43.2 million for the three months ended June
30, 2000, representing a $8.8 million, or 25.6%, increase from $34.4 million for
the  three  months  ended  June  30,  1999, primarily due to the sale of land in
development  and  land  held  for  sale  for  which  the  Company  recognized an
additional  extraordinary  gain  of  $22.9  million.  The  Company  had  126
single-family  home  closings  for  the  three  months  ended  June  30,  2000
representing  a  decrease  of  46.2%, from the 234 closings for the three months
ended  June  30,  1999.  This  decrease  was  primarily  a  result  of a halt in
construction in Nevada and Utah during the quarter.  Home closings for the three
months  ended June 30, 2000 included 18 in Nevada, 1 in Utah and 107 in Arizona.
For the three months ended June 30, 1999, home closings included 94 in Nevada, 5
in  Utah  and  135  in Arizona.  Construction revenue for the three months ended
June  30, 2000 was $2.0 million, a decrease of $5.4 million, or 73.0%, from $7.4
million  during  the  three  months  ended  June  30,  1999.  Sale of commercial
properties  was $0 for the three months ended June 30, 2000 compared to $137,000
for the three months ended June 30, 1999.  Rental and other revenue increased to
$855,000 for the three months ended June 30, 2000, or 1.3%, from $844,000 in the
second  quarter of 1999.  This increase was primarily due to increased occupancy
levels.


     Cost  of  Revenue.  Total  cost  of revenue was $43.2 million for the three
months  ended  June  30,  2000, representing a $15.1 million, or 53.8%, increase
from  $28.1  million  for the three months ended June 30, 1999.  Cost of revenue
for  the three months ended June 30, 2000 as a percentage of revenue was 100.0%,
compared to 81.6% for the three months ended June 30, 1999.  Costs increased due
to  the  Company's  use  of  new  vendors  which  were  more  expensive than the
previously  contracted  vendors.

     Gross  Profit.  Gross profit as a percent of revenue decreased to 0.03% for
the  three  months  ended  June 30, 2000 from 18.4% for the comparable period in
1999.  Primarily  due to higher construction costs associated with the Company's
credit  problems  and  non-payment  issues.  Gross margins on the sales of homes
decreased  to  1.5% in the three months ended June 30, 2000 compared to 13.8% in
the  three months ended June 30, 1999, also due to the Company's credit problems
and  non-payment  issues.  The  Company  was  unable  to  utilize  some  of  the
subcontracting workforce it previously used.  Therefore, new contracts had to be
written  to complete the work, which resulted in higher costs.  In addition, the
interest  capitalized  to each home increased due to the Company's production of
fewer homes to carry the burden.  Gross margin on construction revenue decreased
to (1.4)% in the three months ended June 30, 2000, compared to 20.3% in the same
period  of  1999.


                                       21
<PAGE>
     General  and  Administrative Expenses.  General and administrative expenses
were  $2.3  million  for  the  three  months ended June 30, 2000, representing a
$100,000,  or  4.2%,  decrease from $2.4 million for the three months ended June
30,  1999,  primarily due to a decrease in payroll offset by higher professional
fees.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$221,000  for  the three months ended June 30, 2000, representing a $356,000, or
61.7%,  decrease  from  $577,000  for  the  three  months  ended  June 30, 1999,
primarily  due  to  the  discontinuation of depreciation on operating properties
held  for  sale  at  June  30,  2000.

     Interest  Expense,  Net.  Interest  expense,  net, was $1.6 million for the
three  months  ended  June  30, 2000, representing a $300,000 or 15.8%, decrease
from  $1.9 million for the three months ended June 30, 1999.  This was primarily
due  to  the  reduction  in  notes  payable as a result of the extinguishment of
troubled  debt  in  May  2000.

     Income  (Loss)  Before  Provision  for  Income  Taxes.  As  a result of the
foregoing  factors,  without  consideration  of  extraordinary gain, loss before
provision  for income taxes was $8.9 million for the three months ended June 30,
2000, representing a $10.4 million, or 693.3% decrease from $1.5 million for the
three  months  ended  June  30, 1999.  Income (loss) before provision for income
taxes  as  a  percentage of total revenue was (20.7)% for the three months ended
June  30,  2000  as  compared  to 4.4% for the three months ended June 30, 1999.

Six  months  Ended  June  30,  2000  Compared  to Six months Ended June 30, 1999
--------------------------------------------------------------------------------

     Revenue.    Total  revenue  was $68.5 million for the six months ended June
30,  2000, representing a $4.5 million, or 7.1%, increase from $64.0 million for
the  six  months  ended  June  30,  1999,  primarily  due to the sale of land in
development  and  land  held  for  sale  for  which  the  Company  recognized an
extraordinary  gain  of  $22.9  million.  The Company had 290 single-family home
closings  for  the  six  months  ended  June 30, 2000 representing a decrease of
31.6%,  from  the  424  closings  for  the six months ended June 30, 1999.  Home
closings for the six months ended June 30, 2000 included 28 in Nevada, 4 in Utah
and  258  in  Arizona.  For  the  six  months ended June 30, 1999, home closings
included  154  in  Nevada,  23  in  Utah  and 247 in Arizona.  This decrease was
primarily a result of a halt in construction in Nevada and Utah during the first
half  of  2000.  Construction revenue for the six months ended June 30, 2000 was
$2.3  million,  a  decrease of $9.9 million, or 81.2%, from $12.2 million during
the  six  months  ended  June  30, 1999.  Sale of commercial properties was $3.5
million  for the six months ended June 30, 2000 compared to $1.6 million for the
six months ended June 30, 1999.  Three commercial operating properties were sold
in  the first half of 2000, compared to a small retail center and parcel of land
in  the  comparable  period of 1999.  Rental and other revenue decreased to $2.8
million  for  the  six  months  ended  June  30, 2000, a 7.8% decrease from $3.0
million  in the comparable period of the prior year.  The decrease was primarily
due  to  a  write-off  of  $128,000  in  uncollectable  rents  and  $114,000  in
commissions  on  new  leases. Additionally, the Company retained the services of
outside  property  management  companies  to manage the TCP properties and three
Homeowners  Associations in the fourth quarter of 1999, resulting in a reduction
in  management fees billed.  These amounts were offset in the first half of 2000
by  increased  revenue  as  a  result  of  higher  levels  of  tenant occupancy.

     Cost  of  Revenue.   Total  cost  of  revenue was $66.0 million for the six
months  ended  June  30,  2000, representing a $13.5 million, or 25.8%, increase
from  $52.5  million for the six months ended June 30, 1999. Cost of revenue for
the  six  months  ended  June  30,  2000  as  a percentage of revenue was 96.4%,
compared  to 82.0% for the six months ended June 30, 1999 costs increased due to
the  Company's  use of new vendors which were more expensive than the previously
contracted vendors.

     Gross  Profit.  Gross  profit as a percent of revenue decreased to 3.7% for
the six months ended June 30, 2000 from 17.9% for the comparable period in 1999.
Gross  margins  on  the sales of homes decreased to 5.2% in the six months ended
June 30, 2000 compared to 12.6% in the six months ended June 30, 1999, primarily
due  to  higher construction costs associated with the Company's credit problems
and  non-payment  issues.  Gross  margin  on  construction  revenue decreased to
(18.9)%  in  the  six  months ended June 30, 2000, compared to 19.6% in the same
period  of  1999,  also  due  to  the  Company's credit problems and non-payment
issues.  The  Company was unable to utilize some of the subcontracting workforce
it  previously used.  Therefore, new contracts had to be written to complete the
work,  which resulted in higher costs.  In addition, the interest capitalized to
each  home  increased  due to the Company production of fewer homes to carry the
burden.  Gross  profit  margin  on  commercial properties sold in the six months
ended  June  30, 2000 decreased to 11.4% from 39.3% in the six months ended June
30,  1999,  primarily  due  to yielding a lower gross profit margin on the three
commercial  operating  properties  sold in the first half of 2000 as compared to
the  one  property  that  was  sold  in  the  same  period  of  1999.


                                       22
<PAGE>
     General  and  Administrative Expenses.  General and administrative expenses
were  $5.9  million  for  the  six  months  ended  June 30, 2000, representing a
$1.5million,  or 34.1%, increase from $4.4 million for the six months ended June
30,  1999.  This  was  primarily  a  result  of  increased legal, accounting and
consulting  fees  as  a  result  of  a  cash flow shortage, in addition to fewer
job-costed  wages  resulting from of a halt in construction in Nevada and Utah .
General and administrative expense as a percentage of total revenue was 8.7% for
the  six months ended June 30, 2000 as compared to 6.9% for the six months ended
June  30,  1999.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$778,000  for  the  six  months ended June 30, 2000, representing a $322,000, or
29.3%,  decrease  from  $1.1  million  for  the  six months ended June 30, 1999,
primarily  due  to  the  discontinuation of depreciation on operating properties
held  for  sale  at  June  30,  2000.

     Interest Expense, Net.  Interest expense, net, was $3.2 million for the six
months  ended  June  30,  2000  and  six  months  ended  June  30,  1999.

     Income  (Loss)  Before  Provision  for  Income  Taxes.  As  a result of the
foregoing  factors,  before  consideration  of  extraordinary  gain, loss before
provision  for  income taxes was $12.3 million for the six months ended June 30,
2000,  representing  a  $15.0 million, or 555.6%, decrease from $2.7 million for
the  six  months ended June 30, 1999.  Income (loss) before provision for income
taxes as a percentage of total revenue was (17.9)% for the six months ended June
30,  2000  as  compared  to  4.3%  for  the  six  months  ended  June  30, 1999.

     As  of  March  31,  2000,  loss  before provision for income taxes was $3.2
million  as a result of which the Company accrued a tax benefit of $918,000.  As
a result of the extraordinary gain on troubled debt restructing that the Company
recognized  in  the second quarter, as of June 30, 2000, income before provision
for  income  taxes but including the extraordinary gain was $10.6 million.  As a
result of this gain, the Company accrued a tax liability of $2.8 million thereby
converting  the  accrued  tax  benefit of $918,000 as of March 31, 2000, into an
accrued  tax  liability  of $1.9 million as of June 30, 2000.  These amounts are
reflected  on  the  Condensed  Consolidated  Statements  of Income as an accrued
liability  for  income  taxes  on  the  extraordinary  gain  from  troubled debt
restructuring of $4.9 million offset by an accrued benefit for income taxes from
operations  of  $3.0  million.

LIQUIDITY  AND  CAPITAL  RESOURCES

Workout  Plan
-------------

     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of 1999 and a halt of construction in Nevada and Utah in the first half
of  2000,  primarily  due  to  cash flow problems and over expansion, and was in
default  on  a  substantial  number  of its notes payable at June 30, 2000.  The
inadequate cash flow problem was due to several factors, including: the purchase
of Diamond Key Homes in November 1998 for approximately $12.9 million, including
$10.9  million  in  cash, a portion of which was borrowed funds; over expansion;
purchases  of  land  in  Utah  in  the first and third quarters of 1999 for $4.5
million,  which the Company purchased using a combination of high interest rate,
short  term  debt and funds intended for working capital and other purposes, and
for  which  the  Company was unable to obtain permanent replacement financing on
satisfactory  terms;  and the Company's failure to adequately monitor and manage
its  cash  flow.  The  aforementioned  facts  and  circumstances  have  raised
substantial  doubt  that the Company will be able to continue as a going concern
and,  therefore,  may  be  unable  to  realize  its  assets  and  discharge  its
liabilities  in  the  normal  course  of  business.

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

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

     Cash Flow Funds Controls. The Company has finalized details of various loan
terms  with its creditors and subcontractors in Nevada allowing certain controls
on  its use of cash, including a voucher control system with Nevada Construction
Services  to  coordinate payments to lenders and subcontractors. The Company has
also reached agreements with the majority of its Nevada subcontractors to accept
a  pro  rata  share  of  proceeds  from the sales of future units through escrow
disbursements,  after  the  primary  lenders  have  been  paid,  until  the
subcontractors'  obligations  are satisfied. These payments will be made through
escrow  to  insure  payment  is  made  timely  and accurately to the lenders and
subcontractors.  The  Company  has  also  agreed  to  weekly  monitoring  of the
Company's  progress  to  insure  adherence  to  the  Workout  Plan.   With these
agreements  in  place,  construction  resumed  in  Nevada  on  two  multi-family
developments  in  April  2000  and five single-family subdivisions in July 2000.
The  Company  is  currently attempting to reach similar agreements with its Utah
creditors  and  subcontractors.


                                       23
<PAGE>
     Retirement of Debt and Sale of Properties.  An agreement was reached on May
12,  2000  with  a group of the Company's various individual debt holders ("Debt
Holder"), which allowed the Company to dispose of certain of its assets so as to
improve  its  balance  sheet  and its cash flow.  The agreement provided for the
Debt  Holder  to  acquire assets from the Company with a carrying value of $14.2
million,  comprised  of the Company's rights to a 914 acre parcel of undeveloped
land  in  Tucson,  Arizona,  a  112 acre parcel of undeveloped land in North Las
Vegas,  Nevada,  and  two  properties under development in Phoenix, Arizona.  In
exchange  for  such  assets, the Debt Holder forgave any and all indebtedness of
the Company in favor of the Debt Holder, aggregating approximately $31.6 million
(including  assumption of $3.6 million in unrelated debt on two Phoenix, Arizona
properties) at the date of sale, and bearing interest rates ranging from 0.0% to
30.0%.  The Company received the Debt Holder's interest in a condominium project
that  has  a  fair  value of approximately $8.9 million and related debt of $7.7
million  (assumed  by the Company).  This agreement eliminated the high interest
rate  debt the Company has recorded with respect to these assets and it improves
the balance sheet position in that the primary asset being given in exchange for
the  extinguishment  of debt is a contract to acquire the 914 acre parcel, which
was  recorded  as  a  $1.8  million  asset on the Company's Consolidated Balance
Sheet.  The  sale  of  properties  and  extinguishment of  debt resulted in debt
retirement  of  approximately $31.6 million of notes payable and $5.6 million of
deposit liabilities.  As a result of this transaction, the Company recognized an
extraordinary  gain  on  extinguishment of troubled debt of $22.9 million in May
2000.  Although  some  of  the Debt Holder's obligations were unsecured, much of
the  debt  was  secured.  Hence,  this  transaction  has freed up equity for the
purposes  of  generating cash either through loans or sales to meet the existing
cash flow shortages. Net income (loss) before provision for income taxes without
consideration  of  the  extraordinary gain was (12.8) million for the six months
ended  June  30, 2000.  By taking the extraordinary gain into consideration, net
income  (loss)  before provision for income taxes increased to $10.6 million for
the  same  period.  In  addition to the aforementioned transaction, through June
30, 2000 the Company has sold three operating properties and two parcels of land
held  for  development in order to generate operating cashflow and relieve debt.

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

     The  cash  short  fall  in  the  initial  months, until business operations
stabilize,  is  dependent  on  the  sales of properties.  However, with the Debt
Holder  agreement  in  place,  considerable  cash  has  been  freed  up, and the
Company's  cash  flow  demands  from  short-term  borrowings  have  diminished
significantly.  Additionally,  it  will take time to fully implement the Workout
Plan  and  the  Company may need to obtain interim financing and there can be no
assurance  that  the  Company  will  be able to obtain such interim financing on
satisfactory  terms  or  at  all.

     The  Company's  claim  for  a  federal  income  tax  refund  due to the net
operating  loss  for  the taxable years ended December 31, 1998 was processed by
the  Internal  Revenue  Service  and  resulted  in a refund of taxes paid in the
amount  of $3,614.  The Company did not incur a tax liability for the year ended
December  31,  1999.

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


                                       24
<PAGE>
     Interest  costs  incurred,  expensed  and  capitalized  were as follows (in
thousands):

                                        THREE MONTHS ENDED   SIX MONTHS ENDED
                                             JUNE 30,            JUNE 30,
                                          2000      1999      2000      1999
                                        --------  --------  --------  --------
Interest incurred:
  Residential . . . . . . . . . . . .   $  2,989  $  2,281     5,156  $  4,450
  Commercial. . . . . . . . . . . . .        501       609     1,118     1,210
                                        --------  --------  --------  --------
    Total incurred. . . . . . . . . .   $  3,490  $  2,890  $  6,274  $  5,660
                                        ========  ========  ========  ========

Interest expensed:
  Residential . . . . . . . . . . . .   $  1,111  $  1,572  $  2,098  $  2,658
  Commercial. . . . . . . . . . . . .        501       515     1,118     1,026
                                        --------  --------  --------  --------
    Total expensed. . . . . . . . . .   $  1,612  $  2,087  $  3,216  $  3,684
                                        ========  ========  ========  ========

Interest capitalized at end of period:
  Residential . . . . . . . . . . . .   $  1,878  $    709  $  3,058  $  1,792
  Commercial. . . . . . . . . . . . .          -        94         -       184
                                        --------  --------  --------  --------
    Total interest capitalized. . . .   $  1,878  $    803  $  3,058  $  1,976
                                        ========  ========  ========  ========

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

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

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

     At  June 30, 2000, the Tax Credit Partnerships were indebted to the Company
in  the  aggregate amount of approximately $33.0 million, representing developer
fees  and  land  and  construction  costs.  This amount has been written down to
their  fair  value  of  $9.1  million.

     During  the  fourth  quarter  of  1999,  the  Company  began to explore the
possibility  of selling the Tax Credit Project general partnership interests and
receivables  to  strengthen  the Company's cash flow position.  As such, the Due
from  TCP's  and  the Investments in the TCP Joint Ventures are held for sale at
June  30, 2000 and are actively being marketed for sale.  Therefore, at June 30,
2000,  the amounts are recorded at the lower of cost or fair value, less selling
expenses.  The  Company has obtained a fair market valuation from an independent
third  party  for the general partnership interests and the receivables from the
eight  TCP  properties.

     Until  the  fourth quarter of 1999, the Company had not attempted to market
these  general  partnership interests and receivables and based on all available
information,  the  Company  believed  that  it  would  be  able  to  collect the
receivable  balances  plus  interest  as  provided  for  in  the agreements.  In
addition, management's estimated future cash flows exceeded the gross receivable
balance  at  June  30,  2000.


                                       25
<PAGE>
     The  Company  has  made  its  capital contributions to the eight Tax Credit
Partnerships.  The  Company  is  obligated,  however,  to make operating expense
loans,  not  to exceed an aggregate of $3.4 million, to meet operating deficits,
if  any,  of  such Tax Credit Partnerships.  The Company does not plan to pursue
any  new  Tax  Credit  Projects  in  the  foreseeable  future.

BACKLOG

     The  Company's  homes  are  generally  offered for sale in advance of their
construction.  The majority of the Company's homes are sold pursuant to standard
sales  contracts  entered into prior to commencement of construction. Such sales
contracts  are  typically  subject to certain contingencies, such as the buyer's
ability  to  qualify  for  financing.  Homes covered by such sales contracts are
considered  by the Company as backlog. The Company does not recognize revenue on
homes  covered  by  such  contracts  until  the sales are closed and the risk of
ownership  has  been legally transferred to the buyer.  At December 31, 1999 and
June 30, 2000, the Company had 356 homes and 150 homes in backlog, respectively,
representing  aggregate  sales  values  of approximately $40.1 million and $18.1
million,  respectively.  The  decrease  in backlog at June 30, 2000 is primarily
attributable  to  cancellations as a result of the construction work slowdown in
Nevada  and  Utah  in the fourth quarter of 1999 and halt of construction in the
first  half  of  2000.  There can be no assurance that the buyers will remain in
place  long  enough  for  the  Company  to  close  the  sales.

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

     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such commercial projects are defined as the uncompleted
work  remaining  under  a  signed  fixed-price  contract.  The  Company uses the
percentage-of-completion  method  to  account  for revenue from its design-build
contracts. At December 31, 1999 and June 30, 2000, the Company had backlog under
its  design-build contracts of approximately $10.9 million.  There was no change
in design-build backlog due to the decline in construction activity in Nevada in
the  fourth quarter of 1999 and a halt in construction in the first half of 2000
due  to  the  Company's  weakend  cash  flow  position.

RISKS  AND  RELATED  FACTORS

     Variability  of  Results  and  Seasonality.  The  Company  historically has
experienced, and in the future expects to continue to experience, variability in
revenue on a quarterly basis. Factors expected to contribute to this variability
include,  among others: (i) the timing of home and other property sale closings;
(ii)  the  Company's  ability to continue to acquire land and options thereon on
acceptable  terms;  (iii)  the timing of 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 and environmental conditions in
the  greater  Las  Vegas, Phoenix, Salt Lake City, Reno and Tucson, metropolitan
areas; (v) the prevailing interest rates and the availability of financing, both
for  the  Company  and  for  the  purchasers  of  the  Company's homes and other
properties;  (vi)  the timing of the completion of construction of the Company's
homes and other properties; and (vii) the cost and availability of materials and
labor.  The  Company's  historical  financial  performance  is not necessarily a
meaningful  indicator  of future results and, in particular, the Company expects
its  financial  results  to  vary  from  project  to project and from quarter to
quarter.  In  addition,  although  the  Company  has  not previously experienced
significant  seasonality  in its business, management expects that the Company's
increased  focus  on homebuilding activities may cause it to experience seasonal
variations  in  its  home  sales as a result of the preference of 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.

     Effects  of  Changing  Prices,  Inflation  and  Interest  Rates. Management
believes  that  inflation  has  not  had  a  material  impact  on  the Company's
operations.  Substantial  increases  in labor costs, workers' compensation rates
and  employee  benefits,  equipment costs, material or subcontractor costs could
adversely  affect the operations of the Company for future periods to the extent
that the Company is unable to pass such increases on to its construction clients
or  the  purchasers of its properties. The Company had outstanding approximately
$58.1  million  of  floating  rate  debt  (exclusive  of  the  indebtedness  of
unconsolidated  partnerships  of  which  the  Company  is  a  general  partner),
currently  bearing  a  weighted-average interest rate of 10.1% per annum at June
30,  2000.  If  the  interest  rates  on  the  floating  rate  debt  increase in
accordance  with  changes  to  the  indices upon which the rates are based, debt
service  obligations  of  the  Company  will  increase.


                                       26
<PAGE>
     Management  believes  that the Company's future homebuilding activities may
be  affected  by  fluctuations  in  interest  rates  and changing prices. Higher
interest rates may decrease the demand for new homes by making it more difficult
for homebuyers to qualify for mortgages or to obtain mortgages at interest rates
that  are  acceptable to the potential buyers. In addition, the Company, as well
as  the  homebuilding  industry  in  general,  may  be adversely affected during
periods  of high inflation, primarily as a result of higher land acquisition and
land  development  costs,  as  well  as higher costs of labor and materials. The
Company  attempts  to  pass  on  to  its customers any increase in costs through
higher  sales  prices.  There can be no assurance that inflation will not have a
material  impact  on  the  Company's  future  results  of  operations.

SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD-LOOKING  STATEMENTS

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

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Reference  is  made  to  Part  II,  Item  7A, "Quantitative and Qualitative
Disclosures  About Market Risk," in the Company's Annual Report on Form 10-K for
the  year ended December 31, 1999.  There have been no significant changes since
the  filing  of  the  aforementioned  report.


PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     In  February 1996, Dorothy Kidd initiated litigation against the Company in
connection  with  TVS  Joint Venture and TVS General Partnership, a single asset
partnership  in  which  Ms.  Kidd  and the Company were partners.  A partnership
dispute  arose  and  Ms.  Kidd  filed suit seeking unspecified damages.  Per the
partnership  agreement,  the litigation was converted into a binding arbitration
and  in  May  2000,  the parties resolved the matter via a settlement agreement.
Ms.  Kidd  was awarded $750,000 subject to the terms and conditions set forth in
said  settlement  agreement  and  stipulated  arbitration  award.

     In  March  13,  2000,  pursuant  to  a  purchase/settlement  agreement with
Volunteers  of  America  (VOA) National Housing Corp., which was approved by the
Company's  Board  of Directors in the fourth quarter of 1999, the Company agreed
to pay VOA $1,325,000 to acquire their interest in Tax Credit Partnerships.  The
purchase/settlement  agreement  was  subsequently  reduced  to  a  judgement.  A
portion of the judgement, $1,000,000, was to be satisfied by the Company issuing
457,142  shares  of  Saxton Common Stock (representing approximately 5.8% of the
Company's  Common  Stock issued and outstanding on March 12, 2000).  The balance
of  $325,000 was to be paid over a period of time; of which $125,000 was paid in
the  first quarter of 2000, with the reminder to be paid in annual installments,
over  the  next  two  years.  The  Company  delivered  the  stock.  However, VOA
contested the delivery of the stock.  The District Court clarified its judgement
to  require not only delivery, but registration of the stock, and ruled that the
Company  had  not  complied with the stock component of the judgment; lifted the
stay,  and the $1,000,000 plus interest became executable.  The Company appealed
the District Court order clarifying judgement to the Supreme Court.  The company
posted  a supersedeas bond, and on August 2, 2000 execution on the judgement was
stayed  pending  its appeal.  On June 30, 2000 the Common Stock issued to VOA is
considered  issued and outstanding and is recorded as a component of stockholder
equity.

ITEM  2.  CHANGES  IN  SECURITIES

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES  AND  USE  OF  PROCEEDS

     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.

     Exhibit 10.21 - Sale of the Tucson, Arizona division of Diamond Key Homes.
     Exhibit 10.22 - Dorothy  Kidd  vs.  Saxton,  settlement  agreement  and
                     stipulated arbitration  award.
     Exhibit 10.23 - Disposition  of  Assets,  HomeBanc Mortgage Corporation.
     Exhibit 10.24 - Extinguishment  of  troubled  debt,  workout  agreement.
     Exhibit 10.25 - VOA - Order granting stay and limited remand for
                     determination of bond amount.
     Exhibit 27 - Financial Data Schedule for the quarter ended June 30, 2000.

(b)  Reports  on  Form 8-K.  The following reports on Form 8-K were filed during
or  dated  for  the  first  half  of fiscal year ended December 31, 2000 and for
the  period  between  January  1,  2000  and  the  date  hereof:

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

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

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

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

Form  8-K  dated  June 14, 2000 and filed June 16, 2000 related to the delisting
from  the  Nasdaq  Stock Market and resignation of an Executive Vice-President -
Corporate  Development  and  Director  of  the  Company.

Form  8-K  dated  and  filed  August 11, 2000 related to the sale of the Tucson,
Arizona  division of Diamond Key Homes, the sale of the fixed assets of HomeBanc
Mortgage  and  the  resignation  of  two  directors  of  the  Company.


                                       27
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                                INDEX TO EXHIBITS

                                                                    SEQUENTIALLY
EXHIBIT                                                               NUMBERED
NUMBER                           DESCRIPTION                            PAGE
-------                          -----------                           ------
  10.21   Sale of the Tucson, Arizona division of Diamond Key Homes       33
  10.22   Dorothy Kidd vs. Saxton, settlement agreement and stipulated    56
          arbitration  award
  10.23   Disposition  of  Assets,  HomeBanc Mortgage Corporation         58
  10.24   Extinguishment  of  troubled  debt,  workout  agreement         61
  10.25   VOA - Order granting stay and limited remand for determination  65
          of bond amount
  27      Financial Data Schedule for the quarter ended June 30, 2000     67


                                       28
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