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, 2000

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

                      For the transition period from ____________ to ___________

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


                         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)

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


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 15, 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, 2000

                                Table of Contents

                                                                            Page
                                                                            ----

Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         16


Part II - Other Information

  Item 1   Legal Proceedings                                                 18

  Item 2   Changes in Securities                                             18

  Item 3   Defaults Upon Senior Securities                                   19

  Item 4   Submission of Matters to a Vote of Security Holders               19

  Item 5   Other Information                                                 19

  Item 6   Exhibits and Reports on Form 8-K                                  19


Signatures                                                                   19






                                                                               2


<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

Part 1 - Item 1 - Financial Statements

                           ACCOUNTANT'S REVIEW REPORT
                           --------------------------

Board of Directors and Shareholders
United Community Holdings, Inc.

We  have  reviewed  the  accompanying  consolidated  balance  sheets  of  United
Community  Holdings,  Inc. (a Nevada  corporation) and Subsidiary as of June 30,
2000 and 1999 and the  accompanying  consolidated  statements of operations  and
comprehensive  income for the six and three  months ended June 30, 2000 and 1999
and the  accompanying  consolidated  statements of cash flows for the six months
ended  June 30,  2000 and 1999.  These  financial  statements  are  prepared  in
accordance  with  the  instructions  for Form  10-QSB,  as  issued  by the U. S.
Securities  and  Exchange  Commission,  and are the sole  responsibility  of the
company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

                                                             S. W. HATFIELD, CPA

Dallas, Texas
August 15, 2000



P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                        3


<PAGE>

<TABLE>

<CAPTION>

                 United Community Holdings, Inc. and Subsidiary
                           Consolidated Balance Sheets
                             June 30, 2000 and 1999

                                   (Unaudited)

               ASSETS                                                  2000           1999
               ------                                              -----------    -----------
<S>                                                                <C>            <C>
Current assets
   Cash on hand and in bank                                        $     8,840    $     3,963
   Restricted cash                                                     101,329         21,518
   Accounts receivable-at need, net of allowance
      for doubtful accounts of $12,500 and $12,500, respectively        29,808         20,114
   Other current assets                                                  1,294          4,237
                                                                   -----------    -----------

      Total current assets                                             141,271         49,832
                                                                   -----------    -----------


Property and equipment - at cost                                     2,949,534      2,858,186
   Accumulated depreciation                                           (454,258)      (284,535)
                                                                   -----------    -----------
                                                                     2,495,276      2,573,651
   Land                                                                107,580        107,580
                                                                   -----------    -----------

      Net property and equipment                                     2,602,856      2,681,231
                                                                   -----------    -----------


Other assets
   Cemetery property - at cost                                       1,107,927      1,085,724
   Prearranged funeral contracts                                     1,345,175      1,287,530
   Long-term receivables for cemetery property sales                   285,885        390,501
   Other                                                                12,577         17,290
                                                                   -----------    -----------

      Total other assets                                             2,751,564      2,781,045
                                                                   -----------    -----------

      TOTAL ASSETS                                                 $ 5,495,691    $ 5,512,108
                                                                   ===========    ===========

</TABLE>

                                  - Continued -







The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report. The accompanying notes are an integral part of these consolidated
financial statements.

                                                                               4


<PAGE>

                 United Community Holdings, Inc. and Subsidiary
                     Consolidated Balance Sheets - Continued
                             June 30, 2000 and 1999

                                   (Unaudited)

         LIABILITIES AND SHAREHOLDERS' EQUITY            2000           1999
         ------------------------------------        -----------    -----------

Current liabilities
   Notes payable                                     $   300,000    $   442,600
   Current maturities of long-term debt                   68,451         46,203
   Accounts payable and other accrued liabilities         90,811         77,248
                                                     -----------    -----------

      Total current liabilities                          459,262        566,051
                                                     -----------    -----------


Long-term liabilities
   Long-term debt, net of current maturities           2,098,021      2,132,164
   Deferred prearranged funeral contract revenues      1,971,800      1,707,998
   Deferred cemetery property sale revenues              395,828        375,060
   Shareholder loan                                      179,629           --
                                                     -----------    -----------

      Total liabilities                                5,104,540      4,781,273
                                                     -----------    -----------


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                          2,954,705      2,777,070
   Accumulated deficit                                (2,563,634)    (2,046,315)
                                                     -----------    -----------

      Total shareholders' equity                         391,151        730,835
                                                     -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 5,495,691    $ 5,512,108
                                                     ===========    ===========




The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report. The accompanying notes are an integral part of these consolidated
financial statements.

                                                                               5


<PAGE>

<TABLE>

<CAPTION>

                 United Community Holdings, Inc. and Subsidiary
                Statements of Operations and Comprehensive Income
                Six and Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                           Six months     Six months    Three months   Three months
                                             ended          ended          ended          ended
                                            June 30,       June 30,       June 30,       June 30,
                                              2000           1999           2000           1999
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
Revenues
   Funeral revenues                       $    95,958    $    86,274    $    56,497    $    42,883
   Cemetery sales                              56,209        112,443         34,852         35,147
   Finance charge and related revenues         15,435          3,553          9,931          8,064
                                          -----------    -----------    -----------    -----------
     Total revenues                           167,602        202,270        101,280         86,094
                                          -----------    -----------    -----------    -----------

Cost of sales and direct expenses
   Cost of cemetery spaces and crypts          20,452         13,801         16,381          4,669
   Cost of cemetery merchandise
     and funeral services                      33,152         46,284         18,667         28,222
   Sales commissions                           16,503         32,633          8,951         18,948
                                          -----------    -----------    -----------    -----------
     Total cost of sales
       and direct expenses                     70,107         92,718         43,999         51,839
                                          -----------    -----------    -----------    -----------

Gross profit                                   97,495        109,552         57,281         34,255
                                          -----------    -----------    -----------    -----------

Operating expenses
   General and administrative expenses        159,260        149,791         87,788         84,125
   Interest expense                           125,469        110,598         66,877         59,594
   Depreciation and amortization               84,267         79,291         42,134         39,542
                                          -----------    -----------    -----------    -----------
     Total operating expenses                 368,996        339,680        196,799        183,261
                                          -----------    -----------    -----------    -----------

Loss from operations                         (271,501)      (230,128)      (139,518)      (149,006)

Other income (expense)                          1,094         10,066           --           10,000
                                          -----------    -----------    -----------    -----------

Loss before income taxes                     (270,407)      (220,062)      (139,518)      (139,006)

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

Net Loss                                     (270,407)      (220,062)      (139,518)      (139,006)

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

Comprehensive Loss                        $  (270,407)   $  (220,062)   $  (139,518)   $  (139,006)
                                          ===========    ===========    ===========    ===========

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

Weighted-average number of shares
   of common stock  outstanding - Basic     8,000,818      8,000,818      8,000,818      8,000,818
                                          ===========    ===========    ===========    ===========

</TABLE>

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report. The accompanying notes are an integral part of these consolidated
financial statements.

                                                                               6


<PAGE>

<TABLE>

<CAPTION>

                 United Community Holdings, Inc. and Subsidiary
                            Statements of Cash Flows
                     Six months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                                        Six months   Six months
                                                                          ended        ended
                                                                         June 30,     June 30,
                                                                          2000         1999
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
Cash flows from operating activities
   Net loss for the period                                              $(270,407)   $(220,062)
   Adjustments to reconcile net loss to net
      cash provided by operating activities
         Depreciation and amortization                                     86,287       80,638
         Cost of cemetery spaces and crypts                                 8,523        4,669
         (Increase) Decrease in:
            Accounts receivable                                           (25,449)      (8,498)
            Other assets                                                    7,815        8,484
         Increase (Decrease) in:
            Accounts payable and other accrued liabilities                  2,359      (32,820)
            Deferred revenues                                             (43,139)    (122,885)
                                                                        ---------    ---------
Net cash used in operating activities                                    (234,011)    (290,474)
                                                                        ---------    ---------

Cash flows from investing activities
   Transfers (to)/from trust funds and restricted cash                    (42,409)      31,277
   Capital expenditures for property, equipment and cemetery property     (12,807)     (10,701)
   Changes in prearranged funeral contract receivables,
      net of changes in deferred funeral contract revenues                167,354      110,992
   Changes in long-term receivables for cemetery property
      sales, net of changes in deferred cemetery property
      sale revenues                                                        80,525      104,136
                                                                        ---------    ---------
Net cash used in investing activities                                     192,663      235,704
                                                                        ---------    ---------

Cash flows from financing activities
   Net activity on bank line of credit                                   (100,000)      77,600
   Principal (paid) received on long-term note payable                    (28,347)     (20,194)
   Principal repayments on long-term lease payables                        (9,677)        --
   Net increase in shareholder loan                                       179,629         --
                                                                        ---------    ---------
Net cash provided by financing activities                                  41,605       57,406
                                                                        ---------    ---------

Increase in cash                                                              257        2,636

Cash at beginning of year                                                   8,583        1,327
                                                                        ---------    ---------

Cash at end of year                                                     $   8,840    $   3,963
                                                                        =========    =========

Supplemental disclosure of interest and income taxes paid
      Interest paid for the period                                      $ 123,449    $ 101,157
                                                                        =========    =========
      Income taxes paid for the year                                    $    --      $    --
                                                                        =========    =========

</TABLE>


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report. The accompanying notes are an integral part of these consolidated
financial statements.

                                                                               7


<PAGE>

                 United Community Holdings, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

Note A - Organization and Description of Business

United Community  Holdings,  Inc. (Company) was incorporated under the corporate
name of Professionalistics, Inc. on May 31, 1989, under the laws of the State of
Delaware,  as  a  wholly-owned  subsidiary  of  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 corporate  venue 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 business  combination  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

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

Rosemont  Gardens Funeral  Chapel-Cemetery,  Inc.  (Company) was incorporated on
March  4,  1994  under  the  laws of the  State of  Mississippi.  The  Company's
operations  consist  of a  funeral  home  and  cemetery  operation  in  Jackson,
Mississippi.  Company  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. The Company 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.
The Company'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. Company personnel at the cemetery site perform interment services
and provide management and maintenance of the cemetery grounds.

                                                                               8


<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note A - Organization and Description of Business - Continued

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein may not include all  disclosures  required by
generally accepted accounting  principles and the users of financial information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB 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, 2000.

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

Note B - Summary of Significant Accounting Policies

1.    Cash and cash equivalents
      -------------------------

      The  Company  considers  all cash on hand and in  banks,  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.

                                                                               9


<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note B - 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  three (3) 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, 2000 and 1999,  depreciation  expense of
      approximately   $84,267  and   $79,084,   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.

                                                                              10


<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note B - 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 the Company have been
      capitalized  and are being  amortized  over a five year period,  using the
      straight-line method.


                                                                              11

<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note B - 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,  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, 2000 and 1999, 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, 2000 and 1999,  the  Company's  deferred tax asset 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, 2000 and 1999,  the Company
      had no  warrants  and  options  outstanding  which  could be  deemed to be
      dilutive.

10.   Accounting standards to be adopted
      ----------------------------------

      Upon the  adoption  of a  formal  stock  compensation  plan,  the  Company
      anticipates  using  the  "fair  value  based  method"  of  accounting  for
      compensation  based stock  options  pursuant  to  Statement  of  Financial
      Accounting Standards No. 123,  "Accounting for Stock-Based  Compensation".
      Under the fair value based method,  compensation  cost will be measured at
      the grant date of the  respective  option  based on the value of the award
      and will be recognized as a charge to operations  over the service period,
      which  will  usually  be the  respective  vesting  period  of the  granted
      option(s).

                                                                              12


<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note C - Long-Term Receivables

As of  December  31,  1999,  the  Company's  long-term  receivables  related  to
prearranged funeral contracts and cemetery sales are anticipated to be collected
pursuant to contractually scheduled payments as follows:

               Year ending
               December 31,                       Principal due
               ------------                       -------------
               2000                               $     323,610
               2001                                     254,629
               2002                                     336,210
               2003                                     184,017
               2004                                     153,144
               Thereafter                               376,794
                                                     ----------

               Total                                 $1,628,404
                                                     ==========

Note D - Cemetery Property

Cemetery  property  consists  of the  following  at  June  30,  2000  and  1999,
respectively:

                                                  2000         1999
                                               ----------   ----------
   Developed cemetery gardens, net of
     spaces sold with revenue recognition      $   79,883   $   89,378
   Cemetery gardens in development                 27,390       27,025
   Mausoleum crypts, net of crypts sold           343,180      311,847
   Undeveloped                                    657,474      657,474
                                               ----------   ----------

     Total                                     $1,107,927   $1,085,724
                                               ==========   ==========


Note E - Notes payable

Notes payable consist of the following at June 30, 2000 and 1999, respectively:

                                                               2000      1999
                                                              --------  --------
$400,000 revolving line of credit payable to a bank.
  Interest at the Bank's prime rate (8.50% at June 30, 2000).
  Interest payable monthly.  Principal and unpaid
  interest due at maturity in March 2001.  Secured by
  land, accounts receivable from prearranged funeral
  contracts and cemetery property sales contracts and
  the personal guarantee of the Company's shareholder.        $300,000  $442,600
                                                              --------  --------

     Total notes payable                                      $300,000  $442,600
                                                              ========  ========



                                                                              13


<PAGE>

<TABLE>

<CAPTION>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note F - Long-Term Debt

Long-term debt consists of the following at June 30, 2000 and 1999:

                                                                   2000           1999
                                                               -----------    -----------
<S>                                                            <C>            <C>
$2,220,000 note payable to a bank.  Interest at 8.00%.
   Payable in monthly installments of approximately
   $18,569, including interest.  Any unpaid principal
   and interest is due at maturity in June 2003.  Secured
   by land, accounts receivable from prearranged funeral
   contracts and cemetery property sales contracts and
   the personal guarantee of the Company's shareholder         $ 2,132,392    $ 2,178,367

$21,082 installment note payable to a bank.  Interest at
   7.25%.  Payable in monthly installments of approximately
   $655, including interest.  Final maturity in August 2002
   Secured by a vehicle                                             15,077           --

$23,500 capital lease payable to a finance company
   Interest at 15.6%.  Payable in monthly installments of
   approximately $539, including interest.  Final maturity
   in December 2003.  Secured by furniture and equipment            12,099           --

$14,850 capital lease payable to a finance company
   Interest at 18.9%.  Payable in monthly installments of
   approximately $530, including interest.  Final maturity
   in December 2001.  Secured by furniture and equipment             6,904           --
                                                               -----------    -----------

     Total long-term debt                                        2,166,472      2,178,367

     Less current maturities                                       (68,451)       (46,203)
                                                               -----------    -----------

     Long-term portion                                         $ 2,098,021    $ 2,132,164
                                                               ===========    ===========

Future maturities of long-term debt are as follows:             Year ending
                                                               December 31,   Principal due
                                                               ------------   -------------
                                                                   2000       $    68,451
                                                                   2001            71,133
                                                                   2002            69,036
                                                                   2003         1,995,876
                                                                              -----------

                                                                   Total      $ 2,204,496
                                                                              ===========

</TABLE>




                                                                              14

<PAGE>

                 United Community Holdings, Inc. and Subsidiary

             Notes to Consolidated Financial Statements - Continued

Note G - 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,  as of  December  31,  1999 and  1998 to  provide  funds  for the
fulfillment of the underlying  contracts  and/or  perpetual care of the cemetery
property.  Separate  trusts  for  funeral  contracts,   cemetery  contracts  and
perpetual care were maintained through December 31, 1997.

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.

As of June 30, 2000 and 1999,  the trust  funds and  resultant  restricted  cash
consist of the following components:

                                                              2000      1999
                                                             --------  --------

 Trust cash                                                  $  1,338  $      -
 Marketable securities, at fair market value                   62,108    84,641
   Unrealized (gains) losses on marketable securities         107,172    34,373
 Amounts due to trust funds from future contract collections  (69,289)  (97,496)
                                                             --------  --------

 Restricted cash                                             $101,329  $ 21,518
                                                             ========  ========

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, 2000 and 1999, the marketable  securities held in the trust funds
consist entirely of equity securities and are summarized as follows:

                                                              2000      1999
                                                             --------  --------

     Aggregate fair value                                    $ 62,108  $ 84,641
     Gross unrealized holding gains                          $      -  $      -
     Gross unrealized holding losses                         $107,172  $ 34,373
     Amortized cost basis                                    $169,280  $119,014








                                                                              15


<PAGE>

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)  General Information

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 business  combination  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

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

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.

                                                                              16


<PAGE>

(3)  Results of Operations

Six months ended June 30, 2000 compared to the six months ended June 30, 1999
-----------------------------------------------------------------------------

The operations for the six months ended June 30, 2000 compared to the six months
ended June 30, 1999 show a continued  maturation  and market  acceptance  of the
products  and  operations  of  the  Company's  Rosemont  subsidiary.  Recognized
revenues  for the  first  six  months of 2000  were  approximately  $168,000  as
compared  to  approximately  $202,000  for the  comparable  period of 1999.  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.  Accordingly,  the
Company's  revenues and cash flows are dependent  upon the level of need for the
Company's services and receipts on long-term  contracts for the sale of cemetery
spaces/crypts.

The Company  incurred  cost of sales and  providing  services  of  approximately
$70,000 and  $93,000,  respectively,  for the six months ended June 30, 2000 and
1999. Costs related to cemetery  merchandise and funeral services are recognized
at the time the service is  provided.  Sales  commissions,  for both at-need and
pre-need  funeral sales and sales of cemetery spaces and/or crypts,  are charged
to expense,  less a nominal  percentage,  in the month the  related  contract is
recorded.  The  allocated  cost of cemetery  spaces  and/or crypts is charged to
operations  at the  time  that at least  25% of the  initial  contract  price is
received by the Company in cash. Total commissions expense, principally incurred
on the sales of pre-need  contracts for funeral  services and/or cemetery spaces
or crypts was approximately $17,000 and $33,000, respectively,  during the first
six months ended June 30, 2000 and 1999.

The Company realized gross profits of approximately $97,000 (58.17%) for the six
months of 2000 as compared to approximately $110,000 (54.16%) for same period of
1999. This change in gross profit percentage is due to management's  value-based
product  pricing  policies to provide quality funeral and burial services to the
general  public and the  direct  charge to  operations  for  commissions  at the
inception of a long-term  receivable  for either pre- need  funeral  services or
cemetery  spaces/crypts.  Periods in which there are high sales of new long-term
contracts  without either the provision of funeral services or the receipt of at
least 25% of the initial  contract price on cemetery spaces or crypts will cause
fluctuations  and lower gross profit  percentages  due to the Company's  revenue
recognition policies.

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 $159,000 for the
first six months of 2000 as compared to approximately $150,000 for the first six
months of 1999.  Interest  expense  was  relatively  constant  at  approximately
$125,000 for the first six months of 2000 as compared to approximately  $111,000
for the  first  six  months  of  1999.  Depreciation  and  amortization  is also
relatively constant at approximately $84,000 for the first six months of 2000 as
compared to approximately $79,000 for the first six months of 1999.

The principal  source 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.

Earnings per share for the respective quarters ended June 30, 2000 and 1999 were
$(0.03) and $(0.03).

                                                                              17


<PAGE>

(4)  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  $(234,000) and $(290,000) for the six months ended
June 30, 2000 and 1999,  respectively.  The operating cash deficits in excess of
cash collected on long-term  receivables  for funeral  services  and/or cemetery
spaces or crypts were supported through controlling  shareholder  advances.  The
Company  completed the  development  of the initial  cemetery  garden,  visitors
center and other funeral related  buildings  during 1998. The Company  continues
the process of  constructing  Phase II to its Mausoleum and the second and third
cemetery  gardens as internally  generated  funds and consumer  demand  permits.
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.

During  the  third  quarter  of 1998,  the  Company  entered  into a  $2,220,000
long-term  note  payable  to a bank.  The note  bears  interest  at 8.00% and is
payable in monthly  installments of approximately  $18,569,  including interest.
Any unpaid  principal  and interest is due at the note's  maturity in June 2003.
The note is  secured  by land,  accounts  receivable  from  prearranged  funeral
contracts and cemetery  property sales  contracts and the personal  guarantee of
the Company's  controlling  shareholder.  The proceeds of this note were used to
refinance various short-term notes payable by the Company.

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.

(5)  Year 2000 Considerations

The Year 2000 (Y2K) date change was believed to affect  virtually  all computers
and  organizations.   The  Company  undertook  a  comprehensive  review  of  its
information  systems,  including  personal  computers,  software and  peripheral
devices, and its general  communications systems during 1999. The Company has no
direct electronic links with any customer or supplier. Additionally, the Company
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The costs  associated with the Y2K date change  compliance did not
have a material  effect on the  Company's  financial  position or its results of
operations.

The Company continues to monitor its significant suppliers,  shippers, customers
and other external business  partners.  To date, the Company has not experienced
any  adverse  effect  from the  advent of Year  2000.  However,  there can be no
assurance that all of the Company's  systems,  and the systems of its suppliers,
shippers,  customers or other  external  business  partners will not  experience
unforseen problems during the Year 2000.

Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Changes in Securities

   None



                                                                              18

<PAGE>

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

   None

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

                                   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    15   , 2000                                 /s/ James F. Robinson
       --------                                  -------------------------------
                                                               James F. Robinson
                                                          Chairman and President

August    15   , 2000                                 /s/ Margaret R. Lauro
       --------                                  -------------------------------
                                                               Margaret R. Lauro
                                                         Secretary/Treasurer and
                                                        Chief Accounting Officer






                                                                              19