<PAGE>   1


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549

                                   FORM 10-QSB/A

(Mark One)

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


                    For quarterly period ended June 30, 1999
                                               -------------


                                       OR

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


            For the transition period from _________ to _____________


                         Commission File Number 33-95758


                  INVESTMENT INCOME PROPERTIES OF AMERICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its Charter)


           Delaware                                             65-0544042
-------------------------------                             -------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)



950 NORTH FEDERAL HIGHWAY, SUITE 219 POMPANO BEACH, FLORIDA       33062
------------------------------------------------------------    ----------
       (Address of principal executive offices)                 (Zip Code)



        Registrant's telephone number, including area code: 954-783-2004
                                                            ------------


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]     No [ ]


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

            2,956,818 shares of outstanding stock as of June 30, 1999
            ---------



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                  INVESTMENT INCOME PROPERTIES OF AMERICA, INC.

                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)


                                  JUNE 30, 1999


<TABLE>
<CAPTION>
                                                               JUNE 30, 1999    DEC. 31, 1998
                                                               -------------    -------------
<S>                                                             <C>              <C>
                                     ASSETS
Cash and cash equivalents                                       $    13,389      $    40,159
Income Tax receivable                                                   822               --
Due from affiliate                                                   13,726            9,008
Prepaid Expenses                                                      1,096               --
Total current assets                                                 29,033           49,167
                                                                -----------      -----------

Property, plant and equipment, net                                4,726,419        4,790,150

Other assets

        Deferred offering costs                                       5,954           10,225
                                                                -----------      -----------

        Total assets                                            $ 4,761,406      $ 4,849,542
                                                                ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable and accrued expense                            $   397,985      $   320,030
Mortgage note payable-current portion                                52,745           50,846
Notes payable to related parties                                  1,512,000        1,515,000
Note payable to affiliate                                            34,500           34,500
                                                                -----------      -----------
Total current liabilities                                         1,997,230        1,920,376
                                                                -----------      -----------

Mortgage note payable net of current portion                      3,917,280        3,943,946
                                                                -----------      -----------

Commitments and contingencies                                            --               --

Stockholders' Deficiency
        Common stock - $.001 par value, 100,000,000
          Shares authorized, 2,956,818 and 2,906,561 shares
          Issued and outstanding                                      2,957            2,907
        Additional paid-in-capital                                5,366,459        5,301,976
        Accumulated deficit                                      (6,522,520)      (6,319,663)
                                                                -----------      -----------

        Total stockholders' deficit                              (1,153,104)      (1,014,780)
                                                                -----------      -----------

        Total liabilities and stockholders' deficiency          $ 4,761,406      $ 4,849,542
                                                                ===========      ===========

</TABLE>




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                  INVESTMENT INCOME PROPERTIES OF AMERICA, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Six Months Ended
                                                          June 30,
                                              ----------------------------
                                                  1999             1998
                                              -----------      -----------
<S>                                           <C>              <C>
Revenue
      Rental Income                           $   391,630      $   222,043

Expenses

      Selling, general and administrative         385,484          282,496
                                              -----------      -----------

      Gain (Loss) from operations                   5,782          (60,453)

Interest Expense                                  209,448          140,178

Interest Income                                      (808)           3,467)
                                              -----------      -----------

      Loss before income taxes                   (202,858)        (197,164)

Income taxes                                           --               --
                                              -----------      -----------
      Net loss                                $  (202,858)     $  (197,164)
                                              ===========      ===========

Weighted average shares outstanding             2,929,190        1,083,781
                                              ===========      ===========

Net loss per share                            $      (.07)     $      (.18)
                                              ===========      ===========




</TABLE>



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                  INVESTMENT INCOME PROPERTIES OF AMERICA, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                   June 30
                                                           ------------------------
                                                              1999           1998
                                                           ---------      ---------
<S>                                                        <C>            <C>

Cash flows from operating activities:
   Net loss                                                $(202,857)     $(197,164)
   Adjustments to reconcile net loss to net cash
   Used in operating activities:
           Depreciation expense                               63,731         33,777

   Changes in operating assets and liabilities
           Decrease in other assets                            4,272             --
           (Increase) decrease in prepaid expenses            (6,036)            --
           Increase (decrease) in accounts payable and
             Accrued expenses                                 77,955        (17,607)
           Decrease in Due from Affiliate                         --          1,920
                                                           ---------      ---------
           Net cash used in operating activities             (63,535)      (146,154)
                                                           ---------      ---------

Cash flows used in investing activities:
   Deposit on Building-Centre Place                                0        (50,000)
                                                           ---------      ---------

           Net cash used in investing activities                   0        (50,000)
                                                           ---------      ---------

Cash flows from financing activities:

   Repayment of principal on mortgage note                   (24,767)        (9,609)
   Proceeds from notes payable to related parties             (3,000)            --
   Proceeds from issuance of stock                            64,532        652,000
   Repayment of note payable to related party                     --        (45,000)
   Repayment of note payable to affiliate                         --        (29,000)
                                                           ---------      ---------
           Net cash provided by financing activities          36,375        568,391
                                                           ---------      ---------

Net increase (decrease) in cash and cash equivalents         (26,770)       372,237

Cash and cash equivalents at beginning of period              40,159        153,552
                                                           ---------      ---------

Cash and cash equivalents at end of period                 $  13,389      $ 525,789
                                                           =========      =========

Supplemental information:
   Cash paid during the year for:
           Interest                                          209,448      $  76,778
                                                           =========      =========
           Income taxes                                    $      --      $      --
                                                           =========      =========


</TABLE>


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                  INVESTMENT INCOME PROPERTIES OF AMERICA, INC.

                     UNAUDITED NOTES TO FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

           The accompanying unaudited condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.
Operating results for the six months ending June 30, 1999, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999.

            The balance sheet at December 31, 1998 has been derived from the
audited financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information, refer to the audited
financial statements and footnotes thereto included in the Form 10-KSB filed by
the Company for the year ended December 31, 1998.

NOTE B - FORMATION AND OPERATIONS OF THE COMPANY

            Investment Income Properties of America, Inc. (the "Company"), is a
Delaware corporation which intends to qualify as a real estate investment trust
("REIT") under the Internal Revenue code of 1986, as amended (the "Code"). The
Company has a limited operating history. The Company has been formed to invest
primarily in existing residential and commercial properties in the Southeast and
Southwestern regions of the United States. The Company intends to seek
properties which hold potential for appreciation, including properties which may
be suitable for future conversion into condominium units.




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                                   SIGNATURES




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

                                            INVESTMENT INCOME PROPERTIES OF
                                            AMERICA, INC.

      October 12, 1999                      By:  /s/ Fredric B. Layne
------------------------------                  --------------------------------
           (Date)                               Fredric B. Layne
                                                President and CEO



























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