UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

--------------------------------------------------------------------------------

(Mark one)
    XX     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---------- ACT OF 1934

                  For the quarterly period ended June 30, 1999

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________

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                         Commission File Number: 0-29582

                         United Community Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                                75-2300997
 (State of incorporation)                               (IRS Employer ID Number)

                       3935 I-55 South, Jackson, MS 39212
                    (Address of principal executive offices)

                                 (601) 371-0009
                           (Issuer's telephone number)


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 6, 1999: 8,000,818

Transitional Small Business Disclosure Format (check one):    YES      NO  X



<PAGE>




                         UNITED COMMUNITY HOLDINGS, INC.

                 Form 10-QSB for the Quarter ended June 30, 1999

                                Table of Contents


                                                                           Page
Part I - Financial Information

  Item 1 Financial Statements                                                3

  Item 2 Management's Discussion and Analysis or Plan of Operation          13


Part II - Other Information

  Item 1 Legal Proceedings                                                  15

  Item 2 Changes in Securities                                              15

  Item 3 Defaults Upon Senior Securities                                    15

  Item 4 Submission of Matters to a Vote of Security Holders                15

  Item 5 Other Information                                                  15

  Item 6 Exhibits and Reports on Form 8-K                                   15


Signatures                                                                  16







                                                                               2

<PAGE>

<TABLE>

<CAPTION>

Part 1 - Item 1 - Financial Statements

The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent  certified public accountants.  Part 1 - Item 1 - Financial
Statements

                         United Community Holdings, Inc.
                           Consolidated Balance Sheets
                             June 30, 1999 and 1998

                                   (Unaudited)


               ASSETS                                               1999           1998
               ------                                           -----------    -----------
<S>                                                             <C>            <C>
Current assets
   Cash on hand and in bank                                     $     3,963    $      --
   Restricted cash                                                   21,518         27,472
   Accounts receivable-at need, net of allowance
      for doubtful accounts of $12,500 and $-0-, respectively        20,114           --
   Other current assets                                               4,237          5,171
                                                                -----------    -----------

      Total current assets                                           49,832         26,122
                                                                -----------    -----------


Property and equipment - at cost                                  2,858,186      2,712,564
   Accumulated depreciation                                        (284,535)      (123,939)
                                                                -----------    -----------
                                                                  2,573,651      2,588,625
   Land                                                             107,580        107,580
                                                                -----------    -----------

      Net property and equipment                                  2,681,231      2,696,205
                                                                -----------    -----------


Other assets
   Cemetery property - at cost                                    1,085,724      1,079,935
   Prearranged funeral contracts                                  1,287,530      1,000,102
   Long-term receivables for cemetery property sales                390,501        357,383
   Other                                                             17,290         21,652
                                                                -----------    -----------

      Total other assets                                          2,781,045      2,459,072
                                                                -----------    -----------

      TOTAL ASSETS                                              $ 5,512,108    $ 5,187,920
                                                                ===========    ===========

</TABLE>


                                  - Continued -


The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
                                                                               3
<PAGE>


                         United Community Holdings, Inc.
                     Consolidated Balance Sheets - Continued
                             June 30, 1999 and 1998

                                   (Unaudited)


         LIABILITIES AND SHAREHOLDERS' EQUITY           1999           1998
         ------------------------------------       -----------    -----------

Current liabilities
   Notes payable                                    $   442,600    $ 2,901,397
   Cash overdraft                                          --            6,521
   Current maturities of long-term debt                  46,203           --
   Accounts payable and other accrued liabilities        77,248         41,287
                                                    -----------    -----------

      Total current liabilities                         566,051      2,949,205
                                                    -----------    -----------


Long-term liabilities
   Long-term debt, net of current maturities          2,132,164           --
   Deferred prearranged funeral contract revenues     1,707,998      1,240,654
   Deferred cemetery property sale revenues             375,060        336,241
   Shareholder loan                                        --             --
                                                    -----------    -----------

      Total liabilities                               4,781,273      4,526,100
                                                    -----------    -----------


Commitments and contingencies


Shareholders' Equity
   Common stock - $0.00001 par value
      50,000,000 shares authorized                    8,000,818
      shares issued and outstanding                          80             80
   Additional paid-in capital                         2,777,070      2,157,357
   Accumulated deficit                               (2,046,315)    (1,496,537)
                                                    -----------    -----------

      Total shareholders' equity                        730,835        661,820
                                                    -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 5,512,108    $ 5,187,920
                                                    ===========    ===========



The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.

                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                         United Community Holdings, Inc.
                Statements of Operations and Comprehensive Income
                Six and Three months ended June 30, 1999 and 1998

                                   (Unaudited)

                                            Six months    Six months     Three months  Three months
                                              ended         ended           ended         ended
                                             June 30,      June 30,        June 30,      June 30,
                                              1999          1998            1999           1998
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>

Revenues
   Funeral revenues                       $    86,274    $    30,780    $    42,883    $     8,494
   Cemetery sales                             112,443         73,458         35,147         60,363
   Finance charge and related revenues          3,554         11,223          8,064          5,368
                                          -----------    -----------    -----------    -----------
     Total revenues                           202,270        115,461         86,094         74,225
                                          -----------    -----------    -----------    -----------

Cost of sales and direct expenses
   Cost of cemetery spaces and crypts          13,801          3,228          4,669          2,680
   Cost of cemetery merchandise
     and funeral services                      46,284         35,637         28,222         24,538
   Sales commissions                           32,633         38,842         18,948         23,357
                                          -----------    -----------    -----------    -----------
     Total cost of sales
      and direct expenses                      92,718         77,707         51,839         50,575
                                          -----------    -----------    -----------    -----------

Gross profit                                  109,552         37,754         34,255         23,650
                                          -----------    -----------    -----------    -----------

Operating expenses
   General and administrative expenses        149,791        251,241         84,125        149,762
   Interest expense                           110,598        129,317         59,594         61,512
   Depreciation and amortization               79,291         64,847         39,542         32,424
                                          -----------    -----------    -----------    -----------
     Total operating expenses                 339,680        445,405        183,261        243,698
                                          -----------    -----------    -----------    -----------

Loss from operations                         (230,128)      (407,651)      (149,006)      (220,248)

Other income (expense)                         10,066            851         10,000           --
                                          -----------    -----------    -----------    -----------

Loss before income taxes                     (220,062)      (406,800)      (139,006)      (220,248)

Income taxes                                     --             --             --             --
                                          -----------    -----------    -----------    -----------

Net Loss                                     (220,062)      (406,800)      (139,006)      (220,248)

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

Comprehensive Loss                        $  (220,062)   $  (406,800)   $  (139,006)   $  (220,248)
                                          ===========    ===========    ===========    ===========

Net loss per weighted-average share
   of common stock outstanding - Basic         $(0.03)        $(0.05)        $(0.02)        $(0.03)
                                                 ====           ====          =====          =====

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



The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
                                                                               5


<PAGE>

<TABLE>

<CAPTION>

                         United Community Holdings, Inc.
                            Statements of Cash Flows
                     Six months ended June 30, 1999 and 1998

                                   (Unaudited)

                                                                        Six months    Six months
                                                                           ended        ended
                                                                         June 30,      June 30,
                                                                          1999         1998
                                                                        ----------   -----------
<S>                                                                     <C>          <C>

Cash flows from operating activities
   Net loss for the period                                              $(220,062)   $(406,800)
   Adjustments to reconcile net loss to net
      cash provided by operating activities
         Depreciation and amortization                                     80,638       64,847
         Cost of cemetery spaces and crypts                                13,801        3,228
         (Increase) Decrease in:
            Accounts receivable                                            (9,954)        --
            Other assets                                                    8,484       (7,038)
         Increase (Decrease) in:
            Accounts payable and other accrued liabilities                (32,820)     (13,224)
                                                                        ---------    ---------
Net cash used in operating activities                                    (159,913)    (358,987)
                                                                        ---------    ---------

Cash flows from investing activities
   Transfers (to)/from trust funds and restricted cash                     31,277       (2,581)
   Capital expenditures for property, equipment and cemetery property       1,569     (303,205)
   Changes in prearranged funeral contract receivables,
      net of changes in deferred funeral contract revenues                 84,507       59,448
   Changes in long-term receivables for cemetery property
      sales, net of changes in deferred cemetery property
      sale revenues                                                       (12,210)      22,834
                                                                        ---------    ---------
Net cash used in investing activities                                     105,143     (223,504)
                                                                        ---------    ---------

Cash flows from financing activities
   Increase in cash overdraft                                                --          6,521
   Net activity on bank line of credit                                     77,600      243,599
   Principal (paid) received on long-term note payable                    (20,194)        --
   Cash paid for loan fees                                                   --        (16,200)
   Contributed capital by shareholder                                        --         55,426
                                                                        ---------    ---------
Net cash provided by financing activities                                  57,406      289,346
                                                                        ---------    ---------

Increase in cash                                                            2,636     (293,145)

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

Cash at end of year                                                     $   3,963    $    --
                                                                        =========    =========

Supplemental disclosure of interest and income taxes paid
      Interest paid for the period                                      $ 101,157    $ 117,206
                                                                        =========    =========
      Income taxes paid for the year                                    $    --      $    --
                                                                        =========    =========
</TABLE>


The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
                                                                               6

<PAGE>


                         United Community Holdings, Inc.

                   Notes to Consolidated Financial Statements


Note 1 - Basis of Presentation

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

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

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

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

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

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


                                                                               7

<PAGE>


                         United Community Holdings, Inc.

             Notes to Consolidated Financial Statements - Continued


Note 1 - Basis of Presentation - Continued

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  contained as a component of its Form
10-QSB for the quarter  ended March 31,  1999 as filed with the  Securities  and
Exchange  Commission.  The accompanying  financial statements do not include all
disclosures  required by  generally  accepted  accounting  principles.  Users of
financial  information  provided for interim  periods should refer to the annual
audited financial statements contained as a component of its Form 10-QSB for the
quarter  ended  March 31, 1999 when  reviewing  the  interim  financial  results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1999.

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


Note 2 - Summary of Significant Accounting Policies

1. Cash and cash equivalents

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

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

2. Accounts receivable

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

3. Inventory

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




                                                                               8
<PAGE>


                         United Community Holdings, Inc.

             Notes to Consolidated Financial Statements - Continued


Note 2 - Summary of Significant Accounting Policies - Continued

4. Property, plant and equipment

   Property and  equipment  are  recorded at  historical  cost.  These costs are
   depreciated  over  the  estimated  useful  lives  of the  individual  assets,
   generally four (4) to twenty-five (25) years, using the straight-line method.
   Maintenance  and repairs are charged to expense  whereas  renewals  and major
   replacements are  capitalized.  Gains and losses from disposition of property
   and equipment are recognized as incurred and are included in operations.

   For the six months  ended  June 30,  1999 and 1998,  depreciation  expense of
   approximately $79,084 and $64,227, respectively, was charged to operations.

5. Funeral operations

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

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

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

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

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







                                                                               9
<PAGE>


                         United Community Holdings, Inc.

             Notes to Consolidated Financial Statements - Continued


Note 2 - Summary of Significant Accounting Policies - Continued

6. Cemetery operations

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

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

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

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

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

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

7. Organization costs

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



                                                                              10

<PAGE>


                         United Community Holdings, Inc.

             Notes to Consolidated Financial Statements - Continued


Note 2 - Summary of Significant Accounting Policies - Continued

8. Income taxes

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

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

   The Company  uses the asset and  liability  method of  accounting  for income
   taxes.  At June 30, 1999 and 1998,  respectively,  the deferred tax asset and
   deferred tax liability  accounts,  as recorded when material to the financial
   statements,  are  entirely  the result of  temporary  differences.  Temporary
   differences   represent   differences  in  the   recognition  of  assets  and
   liabilities for tax and financial reporting purposes,  primarily  accumulated
   depreciation and  amortization,  allowance for doubtful accounts and vacation
   accruals.

   As of June 30,  1999,  the deferred tax asset  related to the  Company's  six
   month 1999 consolidated net operating loss carryforward is fully reserved.

9. Income (Loss) per share

   Basic earnings (loss) per share is computed by dividing the net income (loss)
   by the  weighted-average  number of shares of common  stock and common  stock
   equivalents  (primarily  outstanding  options  and  warrants).  Common  stock
   equivalents  represent  the  dilutive  effect of the assumed  exercise of the
   outstanding stock options and warrants,  using the treasury stock method. The
   calculation of fully diluted  earnings  (loss) per share assumes the dilutive
   effect of the  exercise of  outstanding  options  and  warrants at either the
   beginning  of the  respective  period  presented  or the  date  of  issuance,
   whichever is later. As of June 30, 1999 and 1998, the Company had no warrants
   and options outstanding which could be deemed to be dilutive.


Note 3 - Trust Funds and Restricted Cash

Pursuant to State law or Company policy,  certain portions of contracts  related
to the  sales of  prearranged  funeral  services  and  funeral  merchandise  and
cemetery spaces,  mausoleum crypts and related  merchandise are deposited into a
common trust for the period  ended June 30, 1999 and in separate  trusts for the
period  ended  June  30,  1998  to  provide  funds  for the  fulfillment  of the
underlying contracts and/or perpetual care of the cemetery property.

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




                                                                              11

<PAGE>

<TABLE>

<CAPTION>

                         United Community Holdings, Inc.

             Notes to Consolidated Financial Statements - Continued


Note 3 - Trust Funds and Restricted Cash - Continued

As of June 30, 1999 and 1998,  the trust  funds and  resultant  restricted  cash
consist of the following components:

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


         Trust cash                                                                   $   (265)        $43,095
         Marketable securities, at fair market value                                    84,906               -
            Unrealized gains (losses) on marketable securities                         (34,373)              -
         Amounts due to trust funds from future contract collections                   (28,750)        (15,623)
                                                                                       -------          ------

         Restricted cash                                                              $ 21,518         $27,472
                                                                                       =======          ======

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

As of June 30, 1999 and 1998, the marketable  securities held in the trust funds
consist entirely of equity securities and are summarized as follows:

                                                                                        1999             1998
                                                                                      ---------        --------
      Aggregate fair value                                                            $  84,906        $    -
      Gross unrealized holding gains                                                  $       -        $    -
      Gross unrealized holding losses                                                 $  34,373        $    -
      Amortized cost basis                                                            $ 119,279        $    -

</TABLE>








                                                                              12


<PAGE>


Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations


(1)   Caution Regarding Forward-Looking Information

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


(2)   Results of Operations

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

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

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

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

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

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


                                                                              13

<PAGE>

The operations for the quarter ended June 30, 1999 compared to the quarter ended
June 30, 1999 show a continued  maturation  of the  operations  of the Company's
Rosemont  subsidiary.  Recognized revenues for the first six months of 1999 were
approximately $202,000 as compared to approximately $115,000 for the same period
of the preceding  year.  The Company  recognizes  revenues upon the provision of
funeral services,  sale of funeral,  cemetery or related merchandise or upon the
receipt of at least 25% of the initial  sales price for cemetery  spaces  and/or
crypts.

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

The  Company  continues  to  monitor  its  expenditures  for  general  operating
expenses,  principally  personnel costs and  professional  fees. The Company had
aggregate general and administrative  expenses of approximately $150,000 for the
six months  ended June 30, 1999 as compared to  approximately  $251,000  for the
same period of 1998. Interest expense decreased by approximately  $19,000 due to
1998  debt  restructuring  and/or  repayment  which  impacted  both the  amounts
outstanding and the related  interest rates.  Depreciation  and  amortization is
relatively  constant based on the completion of the Rosemont visitors center and
related placement into service during the first quarter of 1998.

Earnings per share  improved  from $(0.05) per share for the first six months of
1998 to approximately $(0.03) per share for the first six months of 1999.


(3)   Liquidity and capital resources

The Company is  principally  dependent upon cash flows related to the collection
of long-term contract  receivables  related to prearranged funeral contracts and
sales of cemetery spaces and/or crypts. The Company had negative cash flows from
operations of  approximately  $(160,000) and $(359,000) for the first six months
of 1999 and 1998,  respectively.  These deficits were supported through advances
on the Company's bank line of credit  (discussed in the accompanying  historical
financial  statements) or through controlling  shareholder  advances (for 1998).
The Company has virtually  completed  the  development  of its initial  cemetery
garden,  visitors center and other funeral related buildings.  The Company is in
the process of  constructing  Phase II to its Mausoleum and the second and third
cemetery  gardens.  These  efforts are being  funded  from cash flows  generated
through operations. Management is of the opinion that it has sufficient cemetery
spaces and mausoleum  crypts to meet current  demands and  construct  additional
capacity within the parameters of existing cash flows.

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

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











                                                                              14


<PAGE>


(3)   Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any  customer or supplier.  In addition,  the Company has
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The Company has  completed its detailed  review,  as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be  required  to modify or  replace  significant  portions  of its  computer
hardware or software and any such modifications or replacements are, or will be,
readily  available.  The Company  anticipates that it will complete its detailed
review  by  September  1,  1999 and  complete  any  modifications,  upgrades  or
replacements during the third quarter of 1999.

The  Company  is  also  holding  discussions  with  its  significant  suppliers,
shippers,  customers  and other  external  business  partners  related  to their
readiness for the Y2K date change.

The  Company  does not  expect  the costs  associated  with the Y2K date  change
compliance to have a material effect on its financial position or its results of
operations.  There can be no assurance until January 1, 2000, however,  that all
of the Company's systems, and the systems of its suppliers,  shippers, customers
or other external business partners will function adequately.

Part II - Other Information

Item 1 - Legal Proceedings
   None

Item 2 - Changes in Securities
   None

Item 3 - Defaults on Senior Securities
   None

Item 4 - Submission of Matters to a Vote of Security Holders
   The Company has held no regularly  scheduled,  called or special  meetings of
shareholders during the reporting period.

Item 5 - Other Information
   None

Item 6 - Exhibits and Reports on Form 8-K
   Exhibit 27 -          Financial Data Schedule
   Form 8-K filings -    None











                                                                              15
<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                         UNITED COMMUNITY HOLDINGS, INC.


August 6, 1999                             /s/ James F. Robinson.
                                         --------------------------------
                                              James F. Robinson
                                              Chairman and  President

August 6, 1999                            /s/ Margaret R. Lauro
                                         --------------------------------
                                             Margaret R. Lauro
                                             Secretary/Treasurer and
                                             Chief Accounting Officer


















                                                                              16