<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

                   For the Fiscal Year Ended December 31, 1996

                           Commission File No. 0-21821

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

              COLORADO                                    93-0962072
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                  Identification No.)


               410 17TH STREET, SUITE 400, DENVER, COLORADO 80202
                                 (888) 313-8051
       (Address of principal executive offices; issuer's telephone number)



Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Shares

         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 
    ---     ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB: [ ]

         Issuer's revenues for the most recent fiscal year:   $ 17,269

         The aggregate market value of the voting stock held by non-affiliates
of the issuer was approximately $17,531,649. The aggregate market value was
based upon the mean between the closing bid and asked price for the Common
Shares as reported on the NASD Electronic Bulletin Board as of March 3, 1997.

         As of March 3, 1997, there were 15,705,460 of the Issuer's Common
Shares outstanding.

                      Documents Incorporated by Reference:

                                      None

         Transitional Small Business Disclosure Format (check one): 
Yes [ ] No [X]
<PAGE>   2
                                TABLE OF CONTENTS

                FORM 10-KSB ANNUAL REPORT - FOR FISCAL YEAR ENDED
                                DECEMBER 31, 1996

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.


<TABLE>
<CAPTION>
PART I

<S>                                                                                <C>
         Item 1.    Description of Business.......................................   1
         Item 2.    Description of Property.......................................  11
         Item 3.    Legal Proceedings.............................................  12
         Item 4.    Submission of Matters to a Vote
                      of Security Holders.........................................  12

PART II


         Item 5.    Market for Common Equity and Related
                      Stockholder Matters.........................................  13
         Item 6.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operation..................  14
         Item 7.    Financial Statements and Supplementary Data...................  17
         Item 8.    Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure......................  17

PART III


         Item 9.    Directors and Executive Officers..............................  19
         Item 10.   Executive Compensation........................................  21
         Item 11.   Security Ownership of Certain
                      Beneficial Owners and Management............................  25
         Item 12.   Certain Relationships and
                      Related Transactions........................................  27
PART IV


         Item 13.   Exhibits and Reports on Form 8-K..............................  28

SIGNATURE PAGE.................................................................... S-1

FINANCIAL STATEMENTS.............................................................. F-1
</TABLE>


                                        i
<PAGE>   3
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY OF THE COMPANY

         Consolidated Capital of North America, Inc. (the "Company") was
incorporated under the laws of the State of Delaware on November 24, 1987. In
March 1992, the Company was reincorporated in the State of Colorado through the
merger of the Delaware corporation into a newly formed Colorado corporation.

         The Company was originally organized to take advantage of potential
business opportunities made available to the Board of Directors. Commencing in
1989 the Company investigated business opportunities in various industries and
in 1991 the Company acquired an interest in a natural gas pipeline located in
southeast Kansas and northeast Oklahoma. The pipeline was operated by an
independent third party on behalf of the Company and its joint venture partner
until May 1993, when the pipeline was sold.

         Commencing in 1994, the Company focused on real estate development and
acquired an interest in two entities participating in the real estate industry
in Colorado Springs, Colorado - the Northcrest Joint Venture and the Bear Star
Limited Liability Company. The Northcrest Joint Venture owns undeveloped real
estate east of Colorado Springs which has been zoned for single family
residential development. The Company owned a 53% interest in that entity until
such interest was sold in January 1997 prior to the Merger described below. Bear
Star Limited Liability Company was organized to develop and market partially
developed real estate west of Colorado Springs and zoned for single family
manufactured homes. The Company owned an 18.54% interest in that entity until
such interest was sold in April 1997. See "Narrative Description of Business -
Real Estate Development Business" for a description of the Northcrest Joint 
Venture and the Bear Star Limited Liability Company.

         During 1995, the Company organized the Golden Prairie Joint Venture to
acquire additional real estate adjoining the Northcrest Joint Venture property.
The Company sold its interest in the Golden Prairie Joint Venture in November
1995. See "Narrative Description of Business - Real Estate Development Business"
for a description of the Golden Prairie Joint Venture.

         On January 21, 1997, Consolidated Land & Cattle Company, a subsidiary
of the Company, merged with Angeles Acquisition Corp. ("Angeles Acquisition"), a
privately held company, with Angeles Acquisition surviving the Merger as a
wholly owned subsidiary of the Company (the "Merger"). Prior to the Merger,
Angeles Acquisition had acquired Angeles Metal Trim Co., which does business as
Angeles Metal Systems ("Angeles"), for a purchase price of $3,450,000 which was
paid in cash to the former shareholders of Angeles. Angeles and its wholly owned
subsidiary, California Building Systems, Inc. ("CBS"), fabricate and sell steel
framing materials for commercial and residential structures. CBS has also
developed a low-cost complete steel frame housing structure. Angeles is a wholly
owned subsidiary of Angeles Acquisition. See "Narrative Description of Business
- Angeles Metal Systems" for a description of the business of Angeles and CBS.
Information on the Merger, the acquisition of Angeles, and the obligations of
the Company incurred in connection with such acquisition appears in Note H of
the Notes to Consolidated


                                        1
<PAGE>   4
Capital of North America, Inc.'s Financial Statements for December 31, 1996 that
are included in this report. See also "Item 6. Management's Discussion and
Analysis of Financial Condition and Results of Operation."

         Prior to the Merger, the Company sold certain assets of the Company,
including the Company's interest in the Northcrest Joint Venture, to the three
executive officers and directors (the "Former Directors") of the Company (the
"Asset Sale"). In the Asset Sale, the Former Directors of the Company provided
certain consideration and assumed all obligations of the Company existing prior
to the Merger. See "Item 12. Certain Relationships and Related Transactions" for
a description of the Asset Sale. Subsequent to the Merger, the Former Directors
resigned as directors and executive officers of the Company and new officers and
directors were appointed to serve in such positions. See "Item 9. Directors and
Executive Officers" for information regarding the new directors and officers of
the Company.

         In the Merger, the Company issued 8,638,003 new Common Shares to the
sole stockholder of Angeles Acquisition. Immediately following the Merger, the
Company sold 5,496,911 Common Shares in a private transaction to seven
purchasers for an aggregate purchase price of $1.0 million (the "Share
Issuance").

         With the recent acquisition of Angeles, the Company intends to focus on
the steel frame building business and complementary businesses. 



                                       -2-
<PAGE>   5
NARRATIVE DESCRIPTION OF BUSINESS

                        Real Estate Development Business

         During the fiscal year ended December 31, 1996, the Company's
operations were exclusively in the real estate development business described
below. Prior to the Merger, the Company sold certain assets of the Company,
including the Company's interest in the Northcrest Joint Venture, to the Former
Directors of the Company in the Asset Sale. As part of the Asset Sale, the
Former Directors assumed all obligations of the Company existing prior to the
Merger. See "Item 12. Certain Relationships and Related Transactions" for a
description of the Asset Sale. As described above, in April 1997 the Company
sold its interest in Bear Star.

         The Northcrest Joint Venture. The Company's first real estate endeavor
was the proposed development of land for resale in connection with construction
of single family homes. In April 1994, the Company advanced $200,000 to an
unrelated party in conjunction with the acquisition by that party of a 75 acre
parcel of property, commonly known as the "Northcrest Development," located east
of Colorado Springs. Shortly after the acquisition, 16 acres of that parcel were
transferred. The remaining 59 acres were proposed for development of
approximately 189 lots.

         In July 1994, the Company acquired an interest in the property through
the formation of the Northcrest Joint Venture (the "Northcrest Joint Venture")
with Glacier Valley Holding Corporation ("Glacier Valley") and certain other
entities for purposes of developing the property. The property was originally
acquired by Glacier Valley for $550,000, including Northcrest Joint Venture
contributions of $325,000 and a promissory note for $225,000 (the "Glacier
Valley Note"). The Northcrest Joint Venture owns the property in fee simple.

         The Company's initial investment in the Northcrest Joint Venture
consisted of approximately $200,000 cash in exchange for a 53% interest in the
Northcrest Joint Venture. The investment represented conversion of a previously
outstanding loan by the Company. The Company was also obligated to pay its
pro-rata share of all expenses associated with development and sale of the
property. The Company acted as manager of the Northcrest Joint Venture.

         In exchange for their relative contributions, the Northcrest Joint
Venture participants were entitled to share in distributions. Cash flow
generated by sale of the property was distributed to the participants in the
discretion of the Company in proportion to their respective interests in the
Northcrest Joint Venture.

         The primary purpose of the Northcrest Joint Venture was to complete
installation of improvements to the property and resell all or a portion of the
lots for construction of detached, single family homes by independent parties.
However, prior to commencing any development work, the Northcrest Joint Venture
received an offer to purchase a portion of the property which included
development by the purchaser. Accordingly, in September 1994, after completing
required platting, the Northcrest Joint Venture executed an agreement to sell 27
of the 189 lots comprising the development to JBS Corporation, an unaffiliated
third party, and the Company granted an option to JBS with regard to the
remaining lots, which option was contingent upon completion of the initial


                                       -3-
<PAGE>   6
purchase. Through December 31, 1995, the Company sold 90 lots to JBS
Corporation.

         The purchase price for the initial 27 lots was $162,000, of which
$60,000 was paid at closing and the balance represented by a promissory note in
the amount of $102,000 which has been paid in full. The sale price for the next
63 lots on May 11, 1995 consisted of $50,000 paid at closing and the balance
represented by a promissory note in favor of the Northcrest Joint Venture in the
amount of $265,000 which has been paid in full.

         On April 12, 1996, the Company entered into a new option agreement with
Elite Properties of America ("Elite"), an unaffiliated third party, to sell the
remaining 99 lots of the development. In a transaction effective June 21, 1996,
the Northcrest Joint Venture sold the remaining 99 lots to Elite. The property
was sold for a price of $668,250, which was reduced by an improvement credit of
$50,000 given to Elite, prior deposits of $5,000 and miscellaneous closing costs
paid by the Company of $1,629. The remaining balance due was $611,620, of which
$5,870 was paid at closing and the balance of $605,750 represented by a
non-recourse promissory note in favor of the Northcrest Joint Venture (the
"Elite Note"). Principal is payable in equal monthly installments of $10,000
commencing October 21, 1996, and continuing until May 21, 1998. Thereafter, the
monthly payments increase to $16,000 until the Elite Note is paid in full or
June 21, 2000, when the remaining principal and accrued interest are payable in
full. Interest at the rate of 9 1/4% per annum is due on the maturity date. The
Elite Note is secured by a deed of trust on the property in favor of the
Northcrest Joint Venture. Effective October 3, 1996, the Northcrest Joint
Venture discounted a portion of the Elite Note and accepted payment in the
amount of $172,000 in payment of that portion of the Elite Note represented by
the $10,000 installments due and payable commencing October 21, 1996. Remaining
installments under the Elite Note are scheduled to commence in 1998.

         Prior to the January 1997 Merger, the Company sold its entire interest
in the Northcrest Joint Venture and its interest in the Elite Note to the Former
Directors of the Company as part of the Asset Sale. In such Asset Sale the
Former Directors of the Company provided certain consideration and assumed all
obligations of the Company existing prior to the Merger including any obligation
of the Company relating to its interest in the Northcrest Joint Venture. See
"Item 12. Certain Relationships and Related Transactions."

         Golden Prairie Northcrest Joint Venture. During the first quarter of
1995, the Company organized another joint venture to acquire additional real
estate adjoining the Northcrest Development. The Golden Prairie Northcrest Joint
Venture was comprised of the Company and Glacier Valley, as equal participants,
and acquired approximately seven acres of undeveloped land for a promissory note
of $130,000. The promissory note, secured by an interest in the property, was
payable at the rate of $8,000 per month commencing June 1995.

         On November 13, 1995, the Company sold its 50% interest in Golden
Prairie to affiliates of Glacier Valley for a promissory note in the amount of
$18,000 (the "Golden Prairie Note") and an assumption of liabilities of the
Golden Prairie Joint Venture by the purchaser. Terms of the Golden Prairie Note
require payment of the Note on or before February 10, 1996. During the fiscal
year ended December 31, 1996, no principal or interest was paid on the Golden
Prairie Note. Prior to the Merger as part of the Asset Sale, the Company sold
its interest in the Golden Prairie Note to the Former Directors of the Company.
See "Item 12. Certain Relationships and Related Transactions."




                                      -4-
<PAGE>   7
         Columbine Homes Sales LLC. The Company owned approximately 19% of
Columbine Homes Sales, LLC, which interest was acquired in 1994. Columbine Home
Sales, LLC operated a retail manufactured housing dealership in Colorado Springs
and owned 60% of a real estate development known as "The Community at Bear
Creek," a manufactured housing community located west of Colorado Springs. It
was anticipated that homes would be sold from the sales lot for placement at
Bear Creek or other locations, in the discretion of the purchaser.

         During 1995, the Company transferred its interest in Columbine.
Concurrent with the sale, the ownership of Columbine and Bear Star Limited
Liability Company were reorganized such that the Company's indirect interest in
Bear Star was converted to a direct interest, together with that of the
remaining members of Columbine. The Company and the other Columbine members also
purchased the remaining interest in Bear Star such that the Company and the
other Columbine members owned 100% of that entity after such reorganization. 
See "Bear Star Limited Liability Company."

         The interests of the Company and other members of Columbine were sold
for a $125,000 promissory note (the "Columbine Promissory Note") due and payable
on October 20, 1997, with interest payments due monthly and the balance due and
payable on the maturity date. The Company, as a former owner of Columbine, owned
an 18.54% undivided interest in the Columbine Promissory Note.

         Bear Star Limited Liability Company. Bear Star Limited Liability
Company ("Bear Star") was formed to acquire, develop and market developed and
partially developed land located west of Colorado Springs. Bear Star was owned
60% by Columbine and 40% by unrelated parties, but reorganized so that the
owners of Columbine directly acquired an interest in Bear Star. Following the
reorganization and acquisition of the remaining minority interest, the Company
owned 18.54% of Bear Star.

         In June 1994, Bear Star acquired approximately 16 acres of partially
developed property, zoned for double-wide manufactured homes and intended for
approximately 110 lots. In conjunction with this purchase, Bear Star also
acquired an option to acquire an additional 14 acres of undeveloped land, which
additional property is also zoned for manufactured homes. During fiscal 1996,
Bear Star sold approximately 5.6 acres of the 16 acres to a third party. As of
December 31, 1996, Bear Star had also sold 33 lots of the developed portion of
the property, leaving 15 lots unsold.

         The original 16 acres were acquired by Bear Star for an effective price
of approximately $2,065,000, consisting of two promissory notes in the aggregate
principle amount of $765,000 (the "Bear Star Property Notes") and approximately
$1,300,000 in cash and property. The Bear Star Property Notes were paid in full
in 1996.

         The interest of the minority members was acquired by the Company and
the other former owners of Columbine for an $880,000 promissory note and secured
by a then second mortgage on the property. That note was subsequently canceled
in exchange for the issuance of two new notes, both equally secured by a new
first mortgage on the property. The first note is in the principal amount of
$509,400, bearing no interest, with installment payments due upon sale or
transfer of any lots at the rate of $7,000 per lot. A minimum of ten
installments are due by each anniversary of the note with excess payments during
any year carried over to the following year. The remaining note



                                      -5-
<PAGE>   8
is in the principal amount of $217,000, bearing interest at the rate of 11% and
payable at the rate of $6,451 per lot, together with monthly interest payments.
The balance of these two notes at December 31, 1996 was $432,400 and $146,029,
respectively.

         In April 1997, the Company sold its interest in Bear Star for $30,000
cash.




                                      -6-
<PAGE>   9
                              Angeles Metal Systems

         Products and Markets. Angeles Metal Trim Co., and its wholly owned
subsidiary California Building Systems, Inc. ("CBS"), which together do business
as Angeles Metal Systems ("Angeles"), is in the business of fabricating and
selling light gauge steel framing materials for commercial and residential
structures. Products of Angeles include galvanized steel components, framing
materials, studs, track, trusses and joists for domestic and international
markets. Angeles also provides technical support, engineering and estimating
services for specialized projects, primarily in the residential housing market.
CBS has also developed a proprietary low-cost steel frame housing structure.

         Angeles has been supplying its steel framing products to the commercial
construction industry for over 40 years. The commercial construction market
segment represents approximately 75% of the sales by Angeles for its fiscal year
ended December 31, 1996.

         Since 1992, Angeles has been developing the use of steel framing for
residential housing markets. The residential construction market segment
represents approximately 25% of the sales by Angeles during its last fiscal
year. While the use of steel framing is not new in residential construction, the
recent escalation and volatility in lumber prices has caused widespread
attention to be focused on the advantages of building homes with steel.
Management believes that the early entry by Angeles into this growing market
gives it a significant advantage over its competitors in terms of designing and
engineering products, training framers and subcontractors, and developing
relationships with builders.

         Management believes that its sales to the residential construction
market segment will continue to grow during the current fiscal year. Steel has a
number of attractive qualities over lumber and concrete block as a building
material, including (i) steel's comparatively lower cost compared to lumber
which is becoming increasingly scarce and expensive due to environmental and
other factors; (ii) steel's long life compared to lumber which rots and is
susceptible to termites and other pests; (iii) steel's greater structural
integrity which allows for greater consistency of quality, straightness and
strength under adverse conditions such as earthquakes; (iv) steel's faster
construction time with an experienced crew; (v) steel's pre-cut convenience and
ease of assembly with conventional tools; and (vi) steel's ability to be
re-cycled. Where wood is desired as an exterior material or trim, it can easily
be mixed with steel. The Company believes that the use of steel frames in
residential construction will continue to grow given the high cost of
conventional framing and the numerous positive attributes of steel framing.

         In addition to selling light gauge steel framing materials and
components for residential structure, CBS also sells a pre-engineered low-cost
steel frame housing structure which it developed, known as the Model 640. This
product is a pre-engineered 640 square foot steel framed basic structure which
can be easily customized to meet the differing requirements of a variety of
customers. It is a complete, steel framed housing structure that provides
punch-outs for subsequent plumbing and wiring. The materials can be delivered to
a housing site for a price of under $2,500.

         The Model 640 was primarily designed for export. The company has
identified the worldwide low-cost housing market as a significant market ready
to experience substantial growth. The need for small, but affordable housing, is
mushrooming in third-world countries which are just beginning




                                      -7-
<PAGE>   10
to emerge economically, but still have very under-developed housing
infrastructures for their populations. The Model 640 and customized versions of
the Model 640 have been sold in the Pacific Rim and there has been additional
interest in Europe, South America and the Far East.

         Most of the steel utilized in the Model 640 is pre-cut and galvanized
for corrosion resistance for maximum durability, even in the most damp climates.
Models can be engineered to withstand winds up to 155 mph and each home can be
engineered to be earthquake resistant up to a seismic 4 rating. The Model 640 is
(i) designed to meet the requirements of most governmental agencies; (ii) wind,
earthquake, corrosion, termite and dry rot resistant; (iii) easy to build and
quickly assembled, even with semi-skilled labor; (iv) economic to ship; and (v)
available with flexible floor plans.

         Manufacturing. Products of Angeles are manufactured in accordance with
customer specifications. Most products of Angeles comply with Angeles
certification by the International Conference of Building Officials (ICBO).
Angeles is the only major steel roll forming company on the West Coast that has
it's own ICBO certification in addition to being ICBO certified through Angeles'
membership in the Metal Stud Manufacturing Association (MSMA).

         All of the design, engineering, manufacturing and administration
operations of Angeles are performed at the company's manufacturing facilities in
Los Angeles, California and Vancouver, Washington. Angeles manufactures
approximately 85-90% of the goods it sells and outsources the remaining 10-15%.
Both manufacturing locations also conduct sales, marketing and distribution. In
addition, Angeles maintains marketing, sales and distribution facilities in
Tacoma, Washington and Sacramento, California. All of the facilities of Angeles
are leased. See "Item 2. Description of Property."

         Angeles is currently operating with one full and one partial shift and
is equipped (but not staffed) to run two shifts. Angeles owns all of its
manufacturing and engineering equipment.

         Angeles strives to provide its customers with fast, reliable delivery
of its products. Angeles keeps sufficient inventory to respond quickly to
customer needs. Purchases of raw materials utilized by Angeles are made in
advance. The raw materials consist of full and slit steel coils. Angeles
distributes its products on a truckload basis. Residential products are also
delivered by the truckload, to framing companies, value added centers and to
specific job sites. In some cases, trusses are assembled at the company and
other cases they are assembled on site.

         Marketing, Distribution and Customers. Unlike many of its competitors,
Angeles primarily markets and sells its steel products directly to building
contractors rather than through wholesalers or distributors. As a result of
transportation costs, products are marketed and sold primarily in 13 western
states. Products are also sold in Hawaii, Canada, Mexico and internationally.
During 1996, international sales were approximately 5% of total sales,
reflecting sales primarily to Japan. The top ten customers of 1996 represented
approximately 26% of sales by Angeles with no one customer representing more
than 5% of sales.

         Raw Materials and Supplies. Galvanized steel is the primary raw
material utilized by Angeles which represents the majority of cost of goods
sold. Sources for this steel are numerous and the supply has been and is
expected to remain sufficient to meet the needs of Angeles. USS Posco, a




                                      -8-
<PAGE>   11
joint venture between U.S. Steel and the Pohang Steel Company of Korea, has been
the primary supplier of steel for Angeles. In addition, Angeles has also
maintained continuous and competitive purchasing relationships with other
companies in order to ensure an uninterrupted supply of material. Recently,
Angeles has focused attention on more aggressively sourcing these steel supply
contracts, including additional purchases on the secondary and spot markets.

         Development. During the past five years Angeles has invested
approximately $1.5 million in the development of steel framing and other related
products for the residential construction industry. Of that total, approximately
$400,000 has been spent during the last two fiscal years. This investment has
encompassed the development of technical designs, seeking approvals and changes
to building codes, training of contractor personnel, construction of test homes
as well as creating the marketing materials to promote these new products. The
net result of this investment has been the creation of a residential segment of
Angeles' business which represented in 1996 approximately 25% of the total sales
of Angeles. The Company expects this segment to grow in concert with the growth
and acceptance of residential steel framing.

         Patents. Angeles holds a number of patents and trademarks on its
products, none of which is essential to the business. Management believes that
the reputation, know how and experience of Angeles in the steel framing business
is more important than its patents and trademarks. Accordingly, Angeles relies
upon trade secrets and other unpatented proprietary information in its product
development activities.

COMPETITION

         Competition in the steel frame industry is intense and Angeles
competes with a number of entities, some of which may have greater financial
resources than Angeles. Angeles competes against a number of other companies for
sales in both the commercial and residential steel framing markets. To the
extent that steel framing for residential housing becomes more widely accepted
as an alternative to conventional lumber and concrete construction, competition
may increase. Angeles competes for orders from its customers primarily on the
basis of price, quality, timely delivery, engineering capability and
reliability. Most of Angeles' orders are awarded by its customers on the basis
of competitive bidding. Angeles sells primarily on a direct basis to contractors
and sub-contractors, while it's competitors sell primarily though building
material dealers. Angeles believes that it can better service customers by
selling products directly, rather than through dealers.

         In addition to competitors who sell directly to contractors and to
sub-contractors, manufacturers also sell to building materials houses, who, in
turn, sell to contractors and subcontractors. Those building materials houses
sell materials in addition to the light gauge steel




                                      -9-
<PAGE>   12
products, and may, from time to time, sell the steel products delivered to the
job sites, and stocked by lifting equipment with other materials.

GOVERNMENT REGULATION

         The operations of Angeles are subject to extensive federal, state and
local laws and regulations, relating to the protection of human health and the
environment. The Company believes that the facilities of Angeles are in material
compliance with these provisions and does not believe that future compliance
with such provisions will have a material adverse effect on its results of
operations or financial condition.

         The use of steel framing products in commercial and residential
construction are governed by local building codes. Over the past several years,
local building codes in a number of jurisdictions have been revised to provide
for the use of steel for residential construction in addition to the traditional
wood framing. Angeles anticipates no significant adverse effects of governmental
regulations related to the use of light gage steel in commercial and residential
framing.

         Pursuant to the Stock Purchase Agreement (the "Angeles Purchase
Agreement") executed in January 1997 in connection with the acquisition of
Angeles from the prior stockholders of Angeles (the "Angeles Acquisition"), the
former majority stockholder of Angeles has agreed to indemnify the Company for
any liability arising out of any environmental condition existing at the
properties leased to Angeles by the former majority stockholder if such
condition existed prior to the Angeles Acquisition or relates to the failure of
Angeles to comply with applicable federal or state environmental statutes and
regulations prior to the Angeles Acquisition. Any such indemnification claim
must be presented within one year of the Angeles Acquisition and must be in
excess of $75,000.

EMPLOYEES

         At December 31, 1996 the Company had three employees, all of which
acted as its executive officers.

         At February 28, 1997, the Company had 102 full-time employees at the
Angeles Metal Systems level. The Company believes that its employee relations 
are good.




                                      -10-
<PAGE>   13
         During the year ended December 31, 1996, the Company retained the
services of various attorneys, accountants, and engineers in connection with its
responsibilities as a public reporting company and in connection with
acquisition and development of its real estate projects.

ITEM 2.  DESCRIPTION OF PROPERTY

Executive Offices

         The Company currently occupies office space at 410 17th Street, Suite
400, Denver, Colorado 80202. The Company shares its Denver office, consisting of
an aggregate of 7,585 square feet, including office space, conference facilities
and reception area, with the Stone Pine Companies, an affiliated entity. Stone
Pine Atlantic, LLC and its affiliates provide administrative, accounting,
investor relations services and investment banking services to the Company
pursuant to a Services Agreement. See "Item 12. Certain Relationships and
Related Transactions." The Company also maintains executive offices at Angeles
Metal Systems, 4817 East Sheila Street, Los Angeles, California 90040,
consisting of an aggregate of 10,300 square feet, including office space,
conference facilities and reception area. Management is of the opinion that the
executive office space in Denver and Los Angeles is adequate for the needs of
the Company for the foreseeable future.

Real Estate Development Business

         At December 31, 1996, the Company owned interests in two separate real
estate projects. The Company owned an undivided 53% interest in the Northcrest
Development, through an entity known as the Northcrest Joint Venture. The
Northcrest Development was originally comprised of 75 acres of unimproved
property, of which 16 acres were transferred shortly after closing. The
remaining 59 acres were proposed for development of approximately 189 lots, all
of which had been sold by the Northcrest Joint Venture at December 31, 1996.
Prior to the January 1997 Merger, the Company sold its interest in the
Northcrest Joint Venture and related assets to the Former Directors of the
Company. See "Item 12. Certain Relationships and Related Transactions."

         The Company owned an 18.54% undivided interest in Bear Star which had
an interest in approximately 22 acres of land located west of Colorado Springs,
Colorado, and included in a development called the "Community of Bear Creek." 
In April 1997, the Company sold its interest in Bear Star.


                                      -11-
<PAGE>   14
         See "Item 1. Description of Business - Narrative Description of
Business - Real Estate Development Business" for a further description of the
Northcrest Development and the property owned by Bear Star.

Angeles Metal Systems

         The principal office and production facilities of Angeles, all of 
which are leased, consist of the following:


<TABLE>
<CAPTION>
                                                              Approximate
           Location                                          Square Footage                  Lease Term
           --------                                          --------------                  ----------
<S>                                                        <C>                              <C>
Los Angeles, California                                    Buildings    60,000              01-15-97 through
(Corporate Headquarters, Manufacturing Plant,              Land        125,000              01-14-2000
Warehouse, Land and Buildings)

Vancouver, Washington                                      Buildings    20,000              01-15-97 through
(Plant, Offices, Warehouse, Land and                       Land        130,680              01-14-2000
Buildings)

Sacramento, California                                     Buildings    11,500              Month to Month
(Warehouse and Office)                                     Land         46,600

Tacoma, Washington                                         Buildings    20,000              10-01-96 through
(Warehouse and Offices)                                    Land         93,400              09-30-99

Vancouver, Washington                                      Building      7,500              Month to Month
(Production Plant, Warehouse, Land and                     Land        120,000
Building)

Los Angeles, California                                    Land        33,000               Month to Month
(Land)
</TABLE>


ITEM 3.  LEGAL PROCEEDINGS

         No material legal proceedings to which the Company or any subsidiary of
the Company is a party or to which the property of the Company or any subsidiary
of the Company is subject, is pending or is known by the Company to be
contemplated other than ordinary routine litigation incidental to the business
of the Company.

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

         No matters were submitted to a vote of the Company's security holders
during the fourth quarter of fiscal 1996.




                                      -12-
<PAGE>   15
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         The Company's Common Shares are traded in the over-the-counter market
and are quoted in the OTC Bulletin Board maintained by the NASD under the symbol
"CDNO." The following table sets forth the range of high and low bid quotations
as reported by the NASD for the Common Shares of the Company for the periods
indicated. Quotations represent prices between dealers, do not include retail
markups, markdowns or commissions, and do not necessarily represent prices at
which actual transactions were effected.

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31,
                                                  -----------------------
                                            1996                          1995
                                    ------------------------------------------------
                                     HIGH         LOW               HIGH       LOW
                                     ----         ---               ----       ---
<S>                                 <C>          <C>                <C>       <C>
1st Quarter.............            $.30         $.30               $.31      $.125


2nd Quarter.............                (1)          (1)            $.30      $ .25


3rd Quarter.............            $.25(2)      $.25(2)            $.25      $ .25


4th Quarter.............            $.01(2)      $.01(2)            $.28      $ .25
</TABLE>

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

(1)      No quotations reported by the NASD.

(2)      Sales price reported by the NASD.

         The number of record holders of Common Shares of the Company as of
March 3, 1997 was 119. During the fiscal year ended December 31, 1996, the
Company issued, in a private transaction exempt under Section 4(2) of the
Securities Act of 1933, as amended, 28,500 Common Shares in exchange for
cancellation of certain stock options and 12,500 Common Shares in consideration
of legal services provided to the Company.

         Holders of Common Shares are entitled to receive such dividends as may
be declared by the Company's Board of Directors. No dividends on the Common
Shares have been paid by the Company to date. The Company currently intends to
retain future earnings to fund the development and growth of its business and,
therefore, does not anticipate paying cash dividends within the foreseeable
future. Any future payment of dividends will be determined by the Company's
Board of Directors and will depend on the Company's financial condition, results
of operations and other factors deemed relevant by its Board of Directors.




                                      -13-
<PAGE>   16
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

         The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto appearing elsewhere in this
report.

INTRODUCTION

         During the fiscal year ended December 31, 1996, the Company's
operations were exclusively in the real estate business. Subsequent to year end
in January 1997, Consolidated Land & Cattle Company, a subsidiary of the
Company, merged with Angeles Acquisition Corp. ("Angeles Acquisition"), a
privately held company, with Angeles Acquisition surviving the merger as a
wholly owned subsidiary of the Company (the "Merger"). Prior to the Merger,
Angeles Acquisition had acquired Angeles Metal Trim Co. ("Angeles"), for a total
consideration including the purchase price for the shares of Angeles, broker
fees, acquisition expenses including legal and other related costs, of
approximately $4,300,000. Angeles Metal Trim Co. and its wholly owned subsidiary
California Building Systems, Inc., fabricate and sell steel framing materials
for commercial and residential structures.

         Prior to the Merger, the Company sold certain assets of the Company,
including the Company's interest in the Northcrest Joint Venture described
herein, to the three executive officers and directors (the "Former Directors")
of the Company (the "Asset Sale"). In the Asset Sale, the Former Directors of
the Company provided certain consideration and assumed all obligations of the
Company that existed prior to the Merger. See "Item 12. Certain Relationships
and Related Transactions" for a description of the Asset Sale.

         In the Merger, the Company issued 8,638,003 new Common Shares to the
sole stockholder of Angeles Acquisition. Immediately following the Merger, the
Company sold 5,496,911 Common Shares, in a private transaction to seven
purchasers for an aggregate purchase price of $1.0 million (the "Share
Issuance").

         In April 1997, the Company sold its interest in Bear Star Limited
Liability Company for $30,000.

         Information on the Merger, the acquisition of Angeles, and the
obligations of the Company incurred in connection with such acquisition appears
in Note H of the Notes to Consolidated Capital of North America, Inc.'s
Financial Statements for December 31, 1996 that are included in this report.
See the Financial Statements of Angeles Metal Trim Co. included elsewhere in
this report for detailed financial information regarding Angeles.

PLAN OF OPERATION

         With the recent acquisition of Angeles, the Company intends to focus on
the steel frame building business and complementary businesses. Acquisition
plans, capital needs and plans to raise additional capital by the Company are
described below under "Liquidity, Capital Resources and Financial Condition."
         
         The Company's Common Shares are currently traded on the NASD OTC
Bulletin Board. The Company intends to qualify for listing on the  Nasdaq Stock
Market as soon as possible. 

RESULTS OF OPERATIONS

Year ended December 31, 1996

         For the year ended December 31, 1996, the Company had a loss of
$312,482 on revenues of $17,269 from interest income. This loss is mainly the
result of the loss incurred on the writedown to realizable value of the assets
included in the Asset Sale based upon fair value of such assets as determined by
the Asset Sale. This loss amounted to $213,672. Also, the Company incurred a
loss in the buyout of certain stock options of $11,400 resulting from the
Company issuing 28,500 of its Common Shares to cancel options covering 35,000
Common Shares. The Company did not incur similar losses for 1995. The balance of
the loss from



                                      -14-
<PAGE>   17
                                                                             #2

operations is composed of general and administrative, personnel and consulting,
interest and other expenses for 1996. The net loss per share amounted to $.20
for 1996 as compared to $.00 loss per share for 1995.

Year ended December 31, 1995

         For the year ended December 31, 1995, the Company realized an operating
loss of $83,273. The net loss for the year, including other income or expense, 
was $5,306, or $.00 per share. This compares to a loss of $152,893, or $.13 per
share, for the year ended December 31, 1994. Operations during fiscal 1995 were
aided by a sale of portions of the Northcrest Development.

Effect of Inflation

         Inflation did not have a significant effect on the operations of the
Company during the fiscal year ended December 31, 1996. However, in the steel
business, acquisition of steel is a major cost factor in the production process.
As steel prices continue to rise, management believes that proper selection and
competition of steel supply companies and timing of purchases along with future
price increases should preclude any significant adverse effect on Angeles.

Seasonality

         The operations of Angeles are somewhat seasonal in nature with the
strongest sales generally occurring in the second and third quarters.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

         As of December 31, 1996, Consolidated Capital of North America, Inc.
had working capital of $77,430 as compared to the working capital at December
31, 1995 of $366,227, and stockholders' equity of $77,430. The decrease in
working capital was a result of most assets being held for sale as of December
31, 1996 at the realizable value of such assets rather than at a value based on
cost. A portion of the Company's real estate assets were sold in January 1997
and the remaining real estate assets were sold in April 1997. The Company 
intends to concentrate on the business of steel framing with the recent
acquisition of Angeles.

         As of December 31, 1996, Angeles had working capital of $662,420 and
stockholders' equity of $25,896. At December 31, 1996 the total assets of
Angeles were $4,783,631, consisting of cash of $27,704, accounts receivable of
$2,485,956, inventories of $1,974,139, prepaid expenses of $32,356, property and
equipment of $227,013 (after accumulated depreciation and amortization) and
other assets of $36,463. The total current liabilities of Angeles at December
31, 1996 were $3,857,735, consisting of $3,432,166 in accounts payable, accrued
liabilities of $140,569 and a $285,000 note payable to an officer of



                                      -15-
<PAGE>   18
                                                                             #2

Angeles prior to the Merger. See the Financial Statements of Angeles Metal Trim
Co. included elsewhere in this report for detailed financial information
regarding Angeles. The short-term bank debt was repaid in January 1997 with
funds provided by the Union Bank Facility described below.

         In January 1997, the Company incurred $4.2 million of indebtedness, $1
million of which was utilized for the repayment of outstanding indebtedness of
Angeles and $3.2 million of which was utilized in connection with the
acquisition of Angeles. Union Bank of California, N.A. provided $2.8 million in
financing under a revolving line of credit (the "Union Bank Facility") and
General Electric Capital Corporation provided $1.4 million in financing under a
term loan (the "GE Term Loan").

         Under the Union Bank Facility, Angeles can borrow up to a maximum of $4
million determined by eligible accounts receivable and inventory and compliance
with certain financial conditions of Angeles. The Union Bank Facility is
available, subject to support by the appropriate levels of assets and compliance
with the applicable financial covenants, to provide financing for general
corporate purposes. The Union Bank Facility is due on December 15, 1998. Amounts
drawn under the Union Bank Facility bear interest at a base interest rate which
is 2% per annum over Union Bank's LIBOR-Rate for the interest period. The GE
Term Loan is payable in forty-eight monthly installments of principal and
interest at a fixed rate of 9.78% per annum commencing February 17, 1997.

         All of the equipment and rolling stock of Angeles have been pledged as
security for the GE Term Loan and all of the accounts, inventory and intangibles
have been pledged as security for the Union Bank Facility. The Union Bank
Facility has been guaranteed by Angeles Acquisition, a wholly owned subsidiary
of the Company, of which Angeles is a direct subsidiary. The Union Bank Facility
agreement contains a number of financial covenants including certain working
capital and profit requirements and limitations on total liabilities. Angeles
was not in compliance with certain bank covenants contained in the Union Bank
Facility agreement which have been waived by Union Bank through December 31,
1997. 

         In connection with the Merger and the acquisition of Angeles in January
1997, the Company incurred certain additional obligations. The Company issued a
promissory note in January 1997 payable to Stone Pine Colorado, LLC in the
amount of $250,000 payable on demand in consideration of an acquisition
structuring fee related to the Merger and the related transactions. Angeles has
outstanding a promissory note payable to a former officer of Angeles in the
amount of $285,000, which bears interest at 10% per annum and is payable upon
demand, in consideration of loans advanced by such officer to Angeles. In
connection with the acquisition of Angeles, the former officer of Angeles
entered into a one year Non-Competition and Consulting Agreement providing for
the payment of approximately $212,000 over the period February 1997 through 
April 1998.

         In January 1997, immediately following the Merger described herein, the
Company sold 5,496,911 Common Shares in a private transaction to seven
purchasers for an aggregate purchase price of $1.0 million.

         In April 1997, ERB Acquisition Group, LLC, a Nebraska limited liability
company, loaned $300,000 to Angeles (the "ERB Loan"), which loan is evidenced by
a promissory note payable to ERB (the "ERB Note"). In consideration of such
loan, Angeles agreed to pay ERB a facility fee of $9,000, which has been added
to the principal balance of the ERB Note, and the Company agreed to issue 50,000
of its Common Shares to ERB upon such funding and 10,000 Common Shares on the
first day of each month commencing July 1, 1997 until the ERB Note is repaid in
full. The ERB Note bears interest at 12% per annum monthly in arrears beginning
May 1, 1997. The principal of the ERB Note and accrued and unpaid interest is
due and payable on April 9, 1999. The ERB Note may be prepaid at any time at the
option of Angeles.

         The obligations under the ERB Loan have been guaranteed by the Company
and Stone Pine Colorado, LLC. All of the assets of the Company and all of the
assets of Stone Pine Colorado, LLC, including the Company's Common Shares owned
by Stone Pine Colorado, LLC, have been pledged as security for the obligations
under the ERB Loan. Stone Pine Colorado, LLC is the owner of approximately 42%
of the outstanding Common Shares and all of the directors of the Company have a
financial interest in Stone Pine Colorado, LLC. Thompson H. Rogers and Paul
Bagley, directors of the Company, have a financial interest in ERB Acquisition
Group, LLC.

         The Company needs to raise additional capital to meet the Company's
needs and satisfy the Company's obligations for the next twelve months based on
the Company's current plan of operation. The Company intends to obtain
additional capital of at least $1 million through the



                                      -16-
<PAGE>   19
sale of Common Shares. The Company will need such additional capital for
principal and interest payments under the financing arrangements and for the
other obligations of the Company described herein as well as for working capital
purposes. There can be no assurances that such additional capital will be
available to the Company.

         The Company also plans to engage in strategic acquisitions. As these
investments are identified and funds are needed to complete such acquisitions,
additional funding will be necessary.

         The Company believes that its operating cash flows, funds available
under the Union Bank Facility together with funds raised in an equity issuance
will provide adequate resources to fund ongoing operating requirements and
future capital expenditures related to the development of its business for the
next twelve months. The Company may be required to obtain additional lines of
credit for working capital purposes and possibly make periodic public offerings
or private placements in order to meet the liquidity needs of such growth. While
the Company does not believe it will be restricted in financing such growth,
there can be no assurances that such sources of financing will be available to
the Company in sufficient amounts or on acceptable terms. Under such
circumstances, the Company would expect to manage its growth within the
financing available.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Financial Statements beginning on page F-1 are filed as part of
this Annual Report on Form 10-KSB and are incorporated herein by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         On March 12, 1996, Hein & Associates, LLP was dismissed as the
principal accountant for the Company. The decision was approved by the Board of
Directors of the Company. Hein & Associates, LLP reports on financial statements
of the Company for the fiscal years ended December 31, 1994 and 1995 contained
unqualified opinions. There were no disagreements on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure with Hein & Associates, LLP.

         On March 12, 1996, the Company engaged the firm of Kish, Leake &
Associates, P.C. as its principal accountants. This decision was approved by the
Board of Directors of the Company. The Company had no discussion with Kish,
Leake & Associates concerning the application of an accounting principle or
practice related to a specific completed or contemplated transaction, or the
type of audit opinion which might be rendered.

         Subsequent to the January 1997 Merger, Kish Leake & Associates, P.C.,
was dismissed by vote of the Board of Directors, effective February 4, 1997. The
prior accountants report on financial statements for the fiscal year ended
December 31, 1995 did not contain an adverse opinion or a disclaimer of opinion;
nor was it modified as to uncertainty, audit scope or accounting principles.
Prior to the dismissal of Kish Leake & Associates, P.C., there were no
disagreements between the Company and Kish Leake & Associates, P.C. on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of the former accountant would have caused it to make reference to
the subject matter



                                      -17-
<PAGE>   20
of the disagreement in connection with its report. Furthermore there were no
unresolved issues with the prior accountants.

         The Board of Directors of the Company appointed Grant Thornton LLP as
the Company's new certifying accountants to audit the Company's financial
statements effective February 4, 1997. Grant Thornton LLP was not consulted
concerning the application of accounting principles to any specific transaction,
either completed or proposed or the type of audit opinion that might be rendered
on the Company's financial statements, nor was a written report provided to the
Company nor oral advice given by the new accountant regarding important factors
considered by the Company in reaching its decision as to any accounting,
auditing or financial reporting issue.



                                      -18-
<PAGE>   21
                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

         Immediately after the consummation of the Merger, the Company's
directors, Raymond E. McElhaney, Ronald R. McGinnis and Bill M. Conrad, resigned
as directors and executive officers of the Company as of January 21, 1997 and
new directors and officers were appointed to serve in such positions. The
following information relates to the current directors and executive officers of
the Company.


<TABLE>
<CAPTION>
Directors and Executive Officers       Age         Position
--------------------------------       ---         --------
<S>                                    <C>         <C>
Thompson H. Rogers                     43          Chairman of the Board
                                                  
                                                   

Paul Bagley                            54          Director

L. Wayne Harber                        43          Director

Donald R. Jackson                      47          Director, Chief Financial Officer,
                                                   Secretary and Treasurer of the 
                                                   Company

Ronald F. Martin                       61          President of Angeles Metal
                                                   Systems

John D. McKey, Jr.                     53          Director
</TABLE>


         Thompson H. Rogers, was appointed the Chairman of the Board of the
Company on January 21, 1997. Mr. Rogers is a General Partner of Stone Pine
Capital, LLC (since 1994) and is the Chairman of Affiliated Holdings, Inc., a
private investment management company (since 1985). Prior thereto, Mr. Rogers
was with FIRSTIER, now know as First Bank, a financial institution in Omaha,
Nebraska. From 1995 to 1996, Mr. Rogers was the Chairman  of Laidlaw Holdings
Asset Management, Inc. Mr. Rogers serves on the Board of Directors of America
First Eureka Holdings, Inc. which is a subsidiary  corporation of America First
Financial Fund 1987, a Nasdaq listed company, and serves as the holding company
for EurekaBank located in San Francisco,  California; Pinnacle Bank of Omaha,
located in Omaha, Nebraska; Havelock Bank, located in Lincoln, Nebraska; Aspen
Holdings Inc., an insurance holding  company; and Worldwave Communications
Inc., a telecommunications company.

         Paul Bagley, a director of the Company since January 21, 1997, is
Chairman and Chief Executive Officer of FCM Fiduciary Capital Management
Company (since 1989), an investment-related company. Mr. Bagley was Chief
Executive Officer of Laidlaw Holdings from 1995 to 1996. For more than twenty
years prior to October 1988, Mr. Bagley was engaged in investment banking
activities with Shearson Lehman Hutton Inc. and its predecessor, E.F. Hutton & 
Company Inc. Mr. Bagley has served on the boards of a number of public and
private companies. Currently he is on the boards of America First Eureka
Holdings, Inc. which is a subsidiary corporation of America First Financial
Fund 1987, a Nasdaq listed company, and serves as the holding company for
Eureka Bank; Fiduciary Capital; EurekaBank; Hollis-Eden Pharmaceuticals; LMC
Operating Corp.; and Pacific Consumer Funding.




                                      -19-
<PAGE>   22
         L. Wayne Harber, a director of the Company since January 21, 1997, is
a Managing Director of Stone Pine Capital, LLC (since 1994). From 1990 to 1993,
Mr. Harber was the Senior Vice President of Marketing for Aegis Holdings 
Corporation, an asset management and investment banking concern specializing 
in asset securitization and structured finance. From 1980 to 1990, Mr. Harber
was a Vice President and National Sales Manager for Franchise Finance 
Corporation of America.

         Donald R. Jackson, the Chief Financial Officer, Secretary and Treasurer
and a director of the Company since January 21, 1997, is a Senior Vice 
President, Treasurer and Chief Financial Officer of FCM Fiduciary Capital
Management Company. From January 1990 to June 1994, Mr. Jackson was a 
Corporate Vice President with PaineWebber Incorporated, where he was involved 
in the financial administration of various publicly and privately offered 
investment programs. During 1989, Mr. Jackson was self-employed. Immediately 
prior to that he was a First Vice President in the Direct Investments Group 
with Shearson Lehman Hutton Inc. From 1972 to 1986, Mr. Jackson was associated 
with the accounting firm of Arthur Andersen & Co., serving as a partner from 
1981 to 1986. Mr. Jackson is a director of LMC Operating Corp.

         Ronald F. Martin, was appointed the President of Angeles Metal Systems
effective April 10, 1997. Mr. Martin was the President and Chief Executive
Officer of Noman Technology, Inc. from 1994 until April 1997. Prior thereto he
was the President and Chief Executive Officer of Harris Tube from 1989 until
1993 and President of Harris Tube from 1986 to 1989. For over 25 years Mr.
Martin held a number of positions with Rheem Manufacturing Co. from entry level
to senior management positions.

         John D. McKey, Jr., a director of the Company since January 21, 1997,
has been a partner at the law firm of McCarthy, Summers, Bobko & McKey, P.A.
since September 1993, and from June 1986 to September 1993, was a partner at 
Kohn, Bobko, McKey & Higgins, P.A. Mr. McKey currently serves as a director of 
Publishing Company of North America and Lithium Technology Corporation.

         Each director is serving a term of office which shall continue until
the next annual meeting of shareholders and until his successor has been duly
elected and qualified. Officers of the Company serve at the pleasure of the
Board of Directors.

         No family relationships exist between any of the officers and directors
of the Company.

        In June 1993, Harris Tube filed for bankruptcy under Chapter 11 of the
U.S. Bankruptcy Code. Mr. Ronald Martin was serving as an executive officer of
Harris Tube at the time of such filing.

         Innovest Holdings, Ltd., which purchased Common Shares of the Company
in the January 1997 Share Issuance, has the right to nominate two directors to
the Board of Directors of the Company or, in the alternative, has the right to
be present at all Board meetings. As of the date hereof no such directors have
been nominated to the Board of Directors of the Company.





                                      -20-
<PAGE>   23
ITEM 10. EXECUTIVE COMPENSATION

         The following table summarizes the total compensation of the Former
Chief Executive Officer, the only Named Executive Officer of the Company, for
the fiscal year ended December 31, 1996.

<TABLE>
<CAPTION>
                                            Summary Compensation Table
                                            --------------------------
                                    Annual Compensation                Long-Term Compensation
                                    -------------------                ----------------------
                                                                       Securities
                                                                       Underlying
Name and Principal                                                     Options
Position                            Year    Salary                        (#)
--------                            ----    ------                     ----------
<S>                                 <C>     <C>                        <C>
Raymond E. McElhaney,               1996    $12,000(2)                       0
Former President and                1995    $12,000                          0
CEO(1)                              1994    $12,000                    170,000
</TABLE>



(1)      Mr. McElhaney resigned his position as the President and Chief
         Executive Officer of the Company effective January 21, 1997.

(2)      No cash salary payments were made to Mr. McElhaney during 1996. The
         accrued amount of $12,000 and future payments due under Mr. McElhaney's
         Employment Agreement were partial consideration for the Asset Purchase
         in January 1997. See "Item 12. Certain Relationships and Related
         Transactions."

         Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values

         Shown below is information at December 31, 1996, with respect to the
options to purchase the Company's Common Shares held by the only Named Executive
Officer.

<TABLE>
<CAPTION>
                                                                   Number of
                                                                   Securities             Value of
                                  Shares                           Underlying             Unexercised In-the
                                  Acquired           Value         Unexercised            Money Options at
                                  on Exercise        Realized      Options Held at        December 31,
Name                              (#)                $ 0           December 31, 1996      1996
-----------------------------     ----------         ----------    -----------------      ------------------
<S>                               <C>                <C>           <C>                    <C>
Raymond E. McElhaney              0                  $ 0           151,818(1)             $ 0
</TABLE>


(1)      The 151,818 options held by Mr. McElhaney were cancelled in partial
         consideration for the Asset Purchase in January 1997. See "Item 12.
         Certain Relationships and Relation Transactions." All of such options
         were exercisable at year end.





                                      -21-
<PAGE>   24
         Other than the Compensatory Benefit Plan, the Company's Incentive Stock
Option Plan and Non-Qualified Stock Option Plan (discussed below), and a medical
insurance plan for two of its officers effective August, 1993, the Company had
no other retirement, pension, profit sharing or insurance program for the
benefit of its officers, directors or other employees during 1996.

COMPENSATION OF DIRECTORS

         Directors receive no cash compensation for serving on the Company's
Board of Directors other than reimbursement for out-of-pocket expenses incurred
in attending meetings.

EMPLOYMENT CONTRACTS

         Raymond E. McElhaney, Bill M. Conrad and Ronald R. McGinnis each served
as officers of the Company pursuant to three-year Employment Agreements with the
Company which had termination dates of November 17, 1997. Messrs. McElhaney,
Conrad and McGinnis resigned from such positions as of January 21, 1997
immediately after the consummation of the Merger. Each Employment Agreement
provided for payment of salary in the amount of $1,000 per month plus
reimbursement of reasonable and necessary expenses incurred on behalf of the
Company. The Agreements were terminable without liability to the Company
immediately for "cause" and upon 90 days advance written notice in other cases.
No payments were made to Messrs. McElhaney, Conrad or McGinnis under such
Agreements during 1996 (the "Accrued Payments"). The Accrued Payments and future
payments due under such Agreements were partial consideration for the Asset
Purchase and such Employment Agreements were terminated in connection with such
transaction. See "Item 12. Certain Relationships and Related Transactions."

SERVICES AGREEMENT

         The Company has entered into a Services Agreement (the "Services
Agreement") with Stone Pine Atlantic, LLC ("Stone Pine Atlantic") effective as
of February 1, 1997 pursuant to which Stone Pine Atlantic and its affiliates
provide administrative, accounting and investor relations services to the
Company and its subsidiaries as well as investment banking services and
assistance in merger and acquisition transactions, financing transactions and
stock offerings by the Company. In consideration for such services, the Company
is obligated to pay Stone Pine Atlantic $10,000 per month plus reimbursement for
the cost of providing the administrative, accounting and investor relations
services. All of the directors of the Company have a financial interest in Stone
Pine Atlantic.

         The Services Agreement has a term of five years, and is subject to
automatic renewals of one year unless either party provides written notice of
non-renewal to the other party at least ninety days prior to the expiration of
the initial or any renewal term of the Services Agreement. Stone Pine Atlantic
has the option to terminate the Agreement at any time for any reason upon thirty
days written notice. The Company may terminate the Services Agreement at any
time upon written notice; however, in the event this provision is exercised by
the Company, Stone Pine Atlantic shall not receive less compensation and
benefits than would otherwise be due to it for the remainder of the term of the
Services Agreement. The Company may terminate the Services Agreement for cause,
effective upon written notice, and upon such a termination the Company shall be
obligated to pay Stone Pine Atlantic fees and any expense reimbursement through
the date of termination. "Cause" is defined to mean that Stone Pine Atlantic
has: (i) knowingly acted fraudulently in Stone Pine



                                      -22-
<PAGE>   25
Atlantic's relations with the Company, (ii) misappropriated or done material,
intentional damage to the property of the Company, (iii) willfully and
materially failed to follow a legal and reasonable order or directive by the
Chairman of the Board of Directors of the Company (which order or directive is
consistent with the provisions of this Agreement), or (iv) been grossly
negligent in the performance of the duties.

COMPENSATORY BENEFIT PLAN

         The Company has adopted a compensatory benefit plan (the "Compensatory
Benefit Plan") to compensate officers, directors, consultants and advisors for
services rendered to the Company through the issuance of Common Shares. The
Compensatory Benefit Plan vests sole authority and discretion in the Board of
Directors to value the services rendered and determine the amount of Common
Shares to be issued to any recipient. In determining the value of services
rendered to the Company, the Board of Directors will consider, among others,
such factors as the value of comparable services rendered by other professionals
or individuals in the community, benefits received by the Company for such
services and the availability of comparable services in the community. In
determining the value of shares to be issued in connection with those services,
the Board of Directors may consider such factors as present and anticipated
capitalization of the Company, present market for the Common Shares and net
tangible book value of the Company at the time of issuance. An aggregate of
140,000 Common Shares of the Company have been reserved for issuance under the
Compensatory Benefit Plan, of which 70,000 remain available for issuance. No
shares were issued under the plan during the year ended December 31, 1996.

INCENTIVE STOCK OPTION PLAN

         Effective January 31, 1988, the Company adopted an Incentive Stock
Option Plan (the "Incentive Plan") and reserved a total of 100,000 Common Shares
(after giving effect to the reverse stock split in January 1991) for issuance
under the Incentive Plan. The number of Common Shares reserved under the
Incentive Plan was increased to 5 million pursuant to a resolution of the Board
of Directors effective February 25, 1994. The Incentive Plan, designed as an
incentive for key employees, is administered by a Compensation Committee
appointed by the Board of Directors or in the absence of such appointment, by
the Board of Directors, which selects optionees and determines the number of
Common Shares subject to each option.

         The Incentive Plan provides that no option may be granted at an
exercise price less than the fair market value of the Common Shares of the
Company on the date of grant. Under the terms of the Incentive Plan, the fair
market value is determined by the average of the highest and lowest reported
sales price of the Common Shares on the date of the grant or as otherwise
determined by the Compensation Committee or the Board of Directors. In the event
there is no established trading market for the Common Shares, the value may be
determined by reference to such factors as the capitalization of the Company,
its history of operations, the financial condition of the Company and the
condition of the securities market in general. In addition, no options may be
granted to an employee who, at the time of the grant, holds 10% or more of the
Company's Common Shares, unless such option meets specific requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, which Section
authorizes the issuance if the option price is at least 110% of the fair market
value of the Common Shares subject to the option and the option by its terms is
not exercisable for more than five years from the date it is granted. Unless
otherwise specified, the other



                                      -23-
<PAGE>   26
options expire ten years from date of grant. Thereafter, options may be
exercised in whole or in part, depending on terms of the particular option.
During 1996, 10,000 options were granted under the Incentive Plan all of which
were cancelled subsequently in 1996 in exchange for 8,500 Common Shares. As of
December 31, 1996, options to acquire an aggregate of 455,454 Common Shares
were outstanding under the Incentive Plan, all exercisable at such date,
at an exercise price of $.55 per share. Such options were held by Messrs.
McElhaney, Conrad and McGinnis and were cancelled in partial consideration for
the Asset Purchase in January 1997. See "Item 12. Certain Relationships and
Related Transactions."

1994 STOCK OPTION PLAN

         The Company has adopted a Non-qualified Stock Option and Stock Grant
Plan (the "1994 Plan") for the benefit of key personnel and others providing
significant services to the Company. An aggregate of 750,000 Common Shares has
been reserved for issuance under the 1994 Plan. During the year ended December
31, 1996, no options were issued under the 1994 Plan; 25,000 options which were
outstanding under the 1994 Plan were cancelled in 1996 in exchange for 20,000
Common Shares.

         The 1994 Plan is administered by the Board of Directors, who select
optionees and recipients of any stock grants, the number of shares, and the
terms and conditions of any options or grants to key persons defined in the
plan. In determining the value of services rendered to the Company, the Board of
Directors will consider among other things, such person's position with the
Company, the duties and responsibilities, ability, productivity, length of
service or association, morale and interest of such person in the Company,
recommendation by supervisors and the value of comparable services rendered by
others in the community. All options granted pursuant to the 1994 Plan are
exercisable at a price not less than the fair market value of the stock on the
date of the grant. Unless otherwise specified, the options expire 10 years from
the date of grant.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

         Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act") requires the Company's executive officers and directors, and
persons who own more than ten percent of a class of the Company's equity
securities registered under the Exchange Act, to file reports of ownership on
Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and
Exchange Commission (the "SEC"). Such officers, directors and 10% stockholders
are also required by SEC rules to furnish the Company with copies of all Section
16(a) forms they file. The Company's Common Shares were not a registered class
of equity securities under the Exchange Act until December 11, 1996. The
executive officers, directors and ten percent Stockholders of the Company were
required to make Section 16(a) filings within ten days of such date, however 
such filings were made on December 30, 1996.





                                      -24-
<PAGE>   27
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         At December 31, 1996, the Company had outstanding 1,529,546 Common
Shares, the only class of voting securities outstanding. In the Merger, the
Company issued 8,638,003 Common Shares. Immediately following the Merger, the
Company sold 5,496,911 Common Shares in a private transaction exempt from
registration under Regulation S of the Securities Act of 1933, as amended (the
"Share Issuance"). With the consummation of the Merger and the Share Issuance,
there are 15,705,460 of the Company's Common Shares outstanding. Preferred
shares previously issued by the Company in the amount of 450,000 were converted
into 225,000 Common Shares on May 4, 1995. There are no preferred shares issued
and outstanding.

         The following tabulates holdings of Common Shares of the Company by
each person who holds of record or is known by management of the Company to own
beneficially more than 5% of the voting securities outstanding, and, in
addition, by all directors and executive officers of the Company individually
and as a group as of April 10, 1997.

<TABLE>
<CAPTION>
                                                                                                  PERCENT
          NAME                                            NUMBER OF SHARES                 OF VOTING SECURITIES
          ----                                            ----------------                 --------------------
<S>                                                       <C>                              <C>
STONE PINE COLORADO, LLC(1)(2)                              8,538,003(2)                          54.36%
STONE PINE CAPITAL, LLC(1)(2)                               8,538,003(2)                          54.36%
STONE PINE ATLANTIC EQUITIES, LLC(1)(2)                     8,538,003(2)                          54.36%
THOMPSON H. ROGERS(1)(2)(3)(5)(6)                           8,588,003(2)(3)                       54.68%
PAUL BAGLEY(1)(2)(3)(5)                                     8,588,003(2)(3)                       54.68%
W. DUKE DEGRASSI(1)(2)                                      8,538,003(2)                          54.36%
L. WAYNE HARBER(1)(5)                                              - 0 -                             --
DONALD R. JACKSON(1)(5)(6)                                         - 0 -                             --
RONALD F. MARTIN(6)(7)                                             - 0 -                             --
JOHN D. MCKEY(1)(5)                                                - 0 -                             --
ATLANTIS HOLDING CORP.(4)                                   1,412,068(4)                           8.99%
INVESTOR CAPITAL ENTERPRISES, INC.(4)                       1,412,068(4)                           8.99%
GARY KUCHER(4)                                              1,412,068(4)                           8.99%
ALL DIRECTORS AND EXECUTIVE OFFICERS                        8,588,003(2)(3)                       54.68%
AS A GROUP (6 PERSONS)(2)
RAYMOND MCELHANEY (8)                                         370,563                              2.34%
</TABLE>




                                      -25-
<PAGE>   28
(1) THE ADDRESS FOR EACH PERSON OR ENTITY IS 410 17TH STREET, SUITE 400, DENVER,
COLORADO 80202.

(2) STONE PINE COLORADO DIRECTLY OWNS 6,556,867 OF THE COMPANY'S OUTSTANDING
COMMON SHARES (THE "STONE PINE SHARES"). STONE PINE COLORADO HOLDS A PROXY TO
VOTE 1,211,568 COMMON SHARES (THE "AHC SHARES") WHICH WERE TRANSFERRED TO
ATLANTIS HOLDING CORP. AND 769,568 COMMON SHARES (THE "HERSTONE SHARES") WHICH
WERE TRANSFERRED TO RICHARD HERSTONE, UNTIL THE EARLIER OF A TRANSFER OF THE AHC
SHARES AND THE HERSTONE SHARES, RESPECTIVELY, AND FEBRUARY 4, 2000. THE
FOLLOWING ENTITIES AND INDIVIDUALS ARE MEMBERS OF STONE PINE COLORADO, LLC
("STONE PINE COLORADO") AND EACH OWN AN EQUAL VOTING INTEREST IN STONE PINE
COLORADO: STONE PINE CAPITAL, LLC ("STONE PINE CAPITAL"), STONE PINE ATLANTIC
EQUITIES, LLC ("STONE PINE ATLANTIC"), AND THOMPSON H. ROGERS. PAUL BAGLEY AND
W. DUKE DEGRASSI ARE THE DESIGNATED VOTING PERSONS FOR STONE PINE CAPITAL AND
STONE PINE ATLANTIC, RESPECTIVELY. STONE PINE COLORADO, STONE PINE CAPITAL,
STONE PINE ATLANTIC, THOMPSON H. ROGERS, PAUL BAGLEY AND W. DUKE DEGRASSI ARE
REFERRED TO HEREIN AS THE "STONE PINE REPORTING PERSONS."

EACH STONE PINE REPORTING PERSON MAY BE DEEMED A MEMBER OF A GROUP THAT SHARES
VOTING POWER OVER THE AHC SHARES AND THE HERSTONE SHARES AND VOTING AND
DISPOSITIVE POWER OVER THE STONE PINE SHARES AND ACCORDINGLY MAY BE DEEMED TO
BENEFICIALLY OWN THE AHC SHARES, THE HERSTONE SHARES AND THE STONE PINE SHARES.

(3) INCLUDES 50,000 SHARES BENEFICIALLY OWNED BY ERB ACQUISITION GROUP, LLC.
("ERB"). MESSRS. BAGLEY AND ROGERS ARE MEMBERS OF ERB AND MAY BE DEEMED TO
BENEFICIALLY OWN SUCH SHARES.

(4) ATLANTIS HOLDING CORP. DIRECTLY OWNS 1,211,568 COMMON SHARES (THE "AHC
SHARES"). AHC HAS THE SOLE DISPOSITIVE POWER OVER THE AHC SHARES AND STONE PINE
COLORADO HAS THE SOLE VOTING POWER OVER THE AHC SHARES PURSUANT TO A VOTING
PROXY UNTIL THE EARLIER OF THE TRANSFER BY AHC OF THE AHC SHARES TO A
NONAFFILIATE AND FEBRUARY 4, 2000. INVESTOR CAPITAL ENTERPRISES, INC. ("ICE")
DIRECTLY OWNS OR HAS THE RIGHT TO ACQUIRE 200,000 COMMON SHARES (THE "ICE
SHARES"). GARY KUCHER DIRECTLY OWNS 500 COMMON SHARES (THE "KUCHER SHARES").

MR. KUCHER AS THE SOLE SHAREHOLDER OF AHC HAS DISPOSITIVE POWER OF THE AHC
SHARES AND AS THE SOLE SHAREHOLDER, DIRECTOR AND EXECUTIVE OFFICER OF ICE HAS
VOTING AND DISPOSITIVE POWER OF THE ICE SHARES AND THEREFORE MAY BE DEEMED TO
BENEFICIALLY OWN THE AHC SHARES AND ICE SHARES. MR. KUCHER, AHC AND ICE MAY BE
DEEMED TO BE PERSONS WHO COMPRISE A GROUP WITHIN THE MEANING OF SECTION 13(D)(3)
OF THE EXCHANGE ACT AND THEREFORE EACH MAY BE DEEMED TO BENEFICIALLY OWN ALL OF
THE AHC SHARES, THE KUCHER SHARES AND THE ICE SHARES. THE ADDRESS FOR AHC, ICE
AND MR. KUCHER IS 7986 E. ARAPAHOE CT., SUITE 1800, ENGLEWOOD, COLORADO 80112.

(5) DIRECTOR.

(6) EXECUTIVE OFFICER.

(7) THE ADDRESS FOR MR. MARTIN IS 4817 EAST SHEILA STREET, LOS ANGELES, CA.

(8) FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY; THE "NAMED
EXECUTIVE OFFICER" OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
THE ADDRESS FOR MR. MCELHANEY IS 5525 ERINDALE DRIVE, SUITE 201, COLORADO
SPRINGS, COLORADO  80918


                                      -26-
<PAGE>   29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Prior to the January 1997 Merger described herein, Raymond McElhaney,
Bill Conrad, and Ronald McGinnis, the sole executive officers and directors of
the Company (the "Former Directors"), purchased from the Company the following
assets of the Company (the "Asset Sale"): (i) the furniture and equipment of the
Company, (ii) 7,000 shares of common stock of American Educational Products,
Inc. including warrants to purchase additional shares of the common stock of
American Education Products, Inc., (iii) 37,500 shares of common stock of Gold
Capital Corporation, (iv) a Promissory Note receivable by and between the
Company and Glacier Valley Holding Corporation dated November 13, 1995 in the
principal amount of $18,000 (See "Item 1. Description of Business Narrative
Description of Business - Real Estate Development Business - Glacier Valley")
and (v) the Company's interest in and to the Elite Note and the Company's
interest in the Northcrest Joint Venture (See "Item 1. Description of Business -
Narrative Description of Business - Real Estate Development Business - The
Northcrest Joint Venture").

         The purchase price for the assets sold in the Asset Sale was $99,625
which consideration consisted of (x) the cancellation of stock options held by
the Former Directors to acquire an aggregate of 455,454 shares of the common
stock of the Company at the exercise price of $.55 per share, (y) the
relinquishment of any interest in and to the salaries which were accrued for the
accounts of the Former Directors and any claim for future salaries pursuant to
the Employment Agreements between the Company and the Former Directors, in the
aggregate amount of $69,000, and the cancellation of such Employment Agreements
and (z) the assumption by the Former Directors of all debts, liabilities and
outstanding accounts of the Company which were outstanding prior to the Merger.

         The following assets purchased by the Former Directors and included in
the Asset Sale were acquired during the last two years for the following
purchase price: (i) 7,000 shares of common stock of American Educational
Products, Inc. and warrants to purchase additional shares of common stock,
$7,000, (ii) a promissory note receivable from Glacier Valley Holding
Corporation, $18,000, and (iii) a 52% interest in the nonrecourse promissory
note payable by Elite Properties of America, $415,750, with a principal balance
equal to $216,190 at the time of sale.

         The Company has agreed to pay Stone Pine Colorado, LLC an acquisition
structuring fee of $250,000 in connection with the Merger and the related
transactions and has delivered a Promissory Note in favor of Stone Pine
Colorado, LLC, for such amount, payable on demand. Stone Pine Colorado, LLC is
the owner of approximately 42% of the outstanding Common Shares and all of the
directors of the Company have a financial interest in Stone Pine Colorado, LLC.

         The Company paid $80,000 in consideration of services provided by
Investor Capital Enterprises, Inc. in connection with the Merger.

         The Company has entered into a Services Agreement (the "Services
Agreement") with Stone Pine Atlantic, LLC ("Stone Pine Atlantic") effective as
of February 1, 1997 pursuant to which Stone Pine Atlantic, LLC provides
administrative, accounting and investor relations services to the Company and
its subsidiaries as well as investment banking services and will provide
assistance in merger and acquisition transactions, financing transactions and
stock offerings by the Company. In consideration for such services, the Company
is obligated to pay Stone Pine Atlantic $10,000 per month plus reimbursement for
the cost of providing the administrative, accounting and investor relations
services. All of the directors of the Company have a financial interest in Stone
Pine Atlantic, LLC. See "Item 10. Executive Compensation - Services Agreement."

         In April 1997, ERB Acquisition Group, LLC, a Nebraska limited liability
company, loaned $300,000 to Angeles (the "ERB Loan"), which loan is evidenced by
a promissory note payable to ERB (the "ERB Note"). In consideration of such
loan, Angeles agreed to pay ERB a facility fee of $9,000, which has been added
to the principal balance of the ERB Note, and the Company agreed to issue 50,000
of its Common Shares to ERB upon such funding and 10,000 Common Shares on the
first day of each month commencing July 1, 1997 until the ERB Note is repaid in
full. The ERB Note bears interest at 12% per annum monthly in arrears beginning
May 1, 1997. The principal of the ERB Note and accrued and unpaid interest is
due and payable on April 9, 1999. The ERB Note may be prepaid at any time at the
option of Angeles.

         The obligations under the ERB Loan have been guaranteed by the Company
and Stone Pine Colorado, LLC. All of the assets of the Company and all of the
assets of Stone Pine Colorado, LLC, including the Company's Common Shares owned
by Stone Pine Colorado, LLC, have been pledged as security for the obligations
under the ERB Loan. Stone Pine Colorado, LLC is the owner of approximately 42%
of the outstanding Common Shares and all of the directors of the Company have a
financial interest in Stone Pine Colorado, LLC. Thompson H. Rogers and Paul
Bagley, directors of the Company, have a financial interest in ERB Acquisition
Group, LLC.


                                      -27-
<PAGE>   30
                                     PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Exhibits. The following documents are filed herewith or
incorporated herein by reference as exhibits:

<TABLE>
<CAPTION>
       Exhibit No.                           Description
       -----------                  --------------------------------------------
<S>                                 <C>
         2.1(1)                     Stock Purchase Agreement dated as of January
                                    15, 1997 between Angeles Acquisition Corp.,
                                    Angeles Metal Trim Co., California Building
                                    Systems, Inc., and the shareholders of
                                    Angeles Metal Trim Co. and D. Kingston Cable
                                    (Exhibits and Schedules omitted).

         2.2(1)                     Agreement and Plan of Merger dated January
                                    16, 1997 between the Company, Consolidated
                                    Land & Cattle Company, Raymond E. McElhaney,
                                    Bill M. Conrad, Ronald R. McGinnis, Angeles
                                    Acquisition Corp. and Stone Pine Colorado,
                                    LLC (Exhibits and Schedules omitted).

         3.1(2)                     Articles of Incorporation of the Company.

         3.2(3)                     By-laws.

         10.1(4)                    Real Estate Development Agreement, dated
                                    July 26, 1994, by and between the Company,
                                    Glacier Valley Holding Corporation, and
                                    other unrelated third parties.

         10.2(4)                    Lot Option Agreement dated September 28,
                                    1994, by and between the Company and JBS
                                    Corporation.

         10.3(5)                    Promissory Note dated May 11, 1995, by and
                                    between JBS Corporation and Northcrest Joint
                                    Venture.

         10.4(5)                    Lot Option Agreement dated April 12, 1996,
                                    by and between the Company and Elite
                                    Properties of America.

         10.5(4)                    Form of Promissory Note by and between the
                                    Company and Bear Star Limited Liability
                                    Company.

         10.6(4)                    Form of Promissory Note by and between the
                                    Company and Columbine Home Sales Limited
                                    Liability Company.
</TABLE>




                                      -28-
<PAGE>   31
<TABLE>
<S>                                 <C>
         10.7(4)                    Contract to Buy and Sell Real Estate by and
                                    between Bear Star Limited Liability Company
                                    and the purchasers, dated June 24, 1994.

         10.8(4)                    Contract to Buy and Sell Real Estate by and
                                    between Columbine Homes, L.L.C., and Allen
                                    E. Pezoldt Living Trust and Allen E.
                                    Pezoldt, dated February 22, 1995.

         10.9(6)                    Form of Employment Agreement between the
                                    Company and Raymond E. McElhaney, Bill M.
                                    Conrad and Ronald R. McGinnis.

         10.10                      Purchase and Sale Agreement dated January
                                    16, 1997 between the Company, Raymond
                                    McElhaney, Bill Conrad and Ronald McGinnis
                                    (Exhibits and Schedules omitted).

         10.11(1)                   Form of Stock Purchase Agreement dated
                                    January 16, 1997 between the Company and the
                                    investors (Exhibits and Schedules omitted).

         10.12                      Lease Agreement dated January 15, 1997 by
                                    and between Angeles Metal Trim Co. and D.
                                    Kingston Cable, Trustee of the Daniel
                                    Kingston Cable and Barbara White Cable 1995
                                    Revocable Intervivos Trust (Re: property at
                                    4817 and 4915 Sheila Street, Commerce,
                                    California).

         10.13                      Lease Agreement dated January 15, 1997 by
                                    and between Angeles Metal Trim Co. and D.
                                    Kingston Cable, Trustee of the Daniel
                                    Kingston Cable and Barbara White Cable 1995
                                    Revocable Intervivos Trust (Re: property at
                                    116 Y Street, Vancouver, Washington).

         10.14                      Lease Agreement dated November 13, 1989 by
                                    and between Angeles Metal Trim Co. and 83rd
                                    Street Investors (Re: property at 4841 83rd
                                    Street, Sacramento, California).

         10.15                      Lease Agreement dated October 1, 1996 by and
                                    between Angeles Metal Trim Co. and Fred G.
                                    and Patricia A. Duncolon (Re: property at
                                    1851 Alexander Avenue, Tacoma, Washington).

         10.16                      Business Loan Agreement dated as of January
                                    15, 1997 between Angeles Metal Trim Co. and
                                    Union Bank of California, N. A. ("Union
                                    Bank").

         10.17                      Security Agreement dated as of January 9,
                                    1997 between Angeles Metal Trim Co. and
                                    Union Bank.

         10.18                      Promissory Note dated as of January 15, 1997
                                    by Angeles Metal Trim Co. in favor of Union
                                    Bank.

         10.19                      Continuing Guaranty by Angeles Acquisition
                                    Co. in favor of Union Bank.
</TABLE>



                                      -29-
<PAGE>   32
<TABLE>
<S>                                 <C>

         10.20                      Master Security Agreement dated as of
                                    January 8, 1997 between Angeles Metal Trim
                                    Co. and General Electric Capital Corporation
                                    ("GE").

         10.21                      Promissory Note dated as of January 17, 1997
                                    by Angeles Metal Trim Co. in favor of GE.

         10.22                      Services Agreement dated as of February 1,
                                    1997 between the Company and Stone Pine
                                    Atlantic, LLC.

         10.23                      Non-Competition and Consulting Agreement
                                    dated as of January 15, 1997 between Angeles
                                    Metal Trim Co. and D. Kingston Cable.

         10.24                      Promissory Note dated as of January 16, 1997
                                    by the Company in favor of Stone Pine
                                    Colorado, LLC.

         16.(7)                     Letter from Kish Leake & Associates, P.C.
                                    dated February 5, 1997 regarding change of
                                    certifying accountant.

         21.                        Subsidiaries of the Company.

         27.                        Financial Data Schedule.
</TABLE>



(1)      Incorporated by reference from the Company's Report on Form 8-K dated
         January 23, 1997.

(2)      Incorporated by reference from the Company's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1991.

(3)      Incorporated by reference from the Company's Registration Statement on
         Form S-18, Registration Number 33-24299, dated October 27, 1988.

(4)      Incorporated by reference from the Company's Annual Report on Form
         10-KSB for the fiscal year ended December 31, 1994.

(5)      Incorporated by reference from the Company's Annual Report on Form
         10-KSB for the fiscal year ended December 31, 1995.

(6)      Incorporated by reference from the Company's Annual Report on Form
         10-KSB for the fiscal year ended December 31, 1993.

(7)      Incorporated by reference from the Company's Report on Form 8-K filed
         on February 7, 1997.



                                      -30-
<PAGE>   33
(b)      Reports on Form 8-K.

         The Company filed a Form 8-K on January 23, 1997 to report on the
         Merger and related transactions.

         The Company filed a Form 8-K on February 7, 1997 to report on the
         change in accountants.



                                      -31-
<PAGE>   34
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>                                                             <C>
Consolidated Capital of North America, Inc.

  Report of Independent Certified Public 
    Accountants ...............................................  F-2

  Report of Independent Certified Public 
    Accountants ...............................................  F-3

  Balance Sheets at December 31, 1996 and December 31, 1995....  F-4

  Statements of Operations for the Years Ended December 31, 
    1996 and December 31, 1995.................................  F-5

  Statement of Stockholders' Equity for the Year Ended 
    December 31, 1996..........................................  F-6

  Statements of Cash Flows for the Years Ended December 31, 1996
    and December 31, 1995......................................  F-7

  Notes to Financial Statements for the Years Ended December 31,
    1996 and December 31, 1995 (Pro forma condensed financial
    information for the acquisition of Angeles Metal Trim Co.
    is included in Note H) ....................................  F-8

Angeles Metal Trim Co. and Subsidiary

  Report of Independent Certified Public Accountants...........  F-19

  Consolidated Balance Sheets at December 31, 1996 and
    December 31, 1995..........................................  F-20

  Consolidated Statements of Operations for the Years Ended 
    December 31, 1996 and December 31, 1995....................  F-22

  Consolidated Statement of Stockholders' Equity for the Year 
    Ended December 31, 1996....................................  F-23

  Consolidated Statements of Cash Flows for the Years Ended 
    December 31, 1996 and December 31, 1995....................  F-24

  Notes to Consolidated Financial Statements...................  F-26
</TABLE>







                                     F-1
<PAGE>   35


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Consolidated Capital of North America, Inc.

We have audited the accompanying balance sheet of Consolidated Capital of North
America, Inc. (the "Company") as of December 31, 1996, and the related
statements of operations, stockholders' equity, and cash flow for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Consolidated Capital of North
America, Inc. as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


Grant Thornton LLP

Los Angeles, California
March 21, 1997 (except for Note H,
as to which the date is April 11, 1997)


                                      F-2

<PAGE>   36
                        KISH . LEAKE & ASSOCIATES, P.C.
                          Certified Public Accountants

J.D. Kish, C.P.A., M.B.A.               7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A.,, M.T.                   Englewood, Colorado 80111
  --------------------                           Telephone (303) 779-5006
Arleen R. Brogan, C.P.A.                         Facsimile (303) 779-5724



We have audited the accompanying balance sheet of Consolidated Capital of North
America, Inc., as of December 31, 1995, and the related statements of
operations, cash flows, and changes in shareholders' equity for the year ended
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Consolidated Capital of North
America, Inc., at December 31, 1995, and the results of its operations and its
cash flows for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.


Kish, Leake & Associates, P.C.
Certified Public Accountant
Englewood, Colorado
May 23, 1996


                                      F-3
<PAGE>   37



                   Consolidated Capital of North America, Inc.


                                 BALANCE SHEETS

                           December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                        ASSETS                                      1996                     1995
                                                                                                 ---------                ---------
<S>                                                                                              <C>                     <C>
          Current Assets
                   Cash                                                                          $  26,937                $   5,467
                   Notes receivable                                                                 32,125                  176,928
                   Investment in joint venture held for sale                                        52,000                  187,033
                   Equipment held for sale                                                           2,500                   25,209
                   Marketable securities held for sale                                              44,500                   37,500
                                                                                                 ---------                ---------

                               Total current assets                                              $ 158,062                $ 432,137
                                                                                                 =========                =========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

          Current Liabilities
                   Note payable                                                                  $      --                  $12,524
                   Accounts payable                                                                 24,632                   28,631
                   Accrued liabilities                                                              36,000                   24,755
                   Other                                                                            20,000                       --
                                                                                                 ---------                ---------

                               Total current liabilities                                            80,632                   65,910
                                                                                                 ---------                ---------
           
          Stockholders' equity
                   Preferred stock - authorized, 10,000,000 shares of $.01
                      par value; none issued and outstanding                                            --                       --
                   Common stock - authorized 50,000,000 shares of $.0001
                      par value; issued and outstanding 1,570,546 shares in 1996
                      and 1,529,546 in 1995                                                            157                      153
                   Additional paid-in capital                                                      855,756                  832,075
                   Accumulated deficit                                                            (778,483)                (466,001)
                                                                                                 ---------                ---------

                               Total stockholders' equity                                           77,430                  366,227
                                                                                                 ---------                ---------

                               Total liabilities and stockholders' equity                        $ 158,062                $ 432,137
                                                                                                 =========                =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>   38

                  Consolidated Capital of North America, Inc.

                            STATEMENTS OF OPERATIONS

                     Years ended December 31, 1996 and 1995
 
<TABLE>
<CAPTION>


                                                                           1996                    1995
                                                                        ---------                --------
<S>                                                                     <C>                     <C>

          Operating expenses
               Payroll and related benefits                             $  40,487                $ 50,842
               General and administrative                                  50,623                  32,431

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

                              Loss from operations                        (91,110)                (83,273)

          Other income and (expense)
               Gain on sale of affiliate                                       --                  35,605
               Interest income                                             17,269                  11,732
               Interest expense                                            (3,671)                   (894)
               Income (loss) from operations of affiliates
                  held for sale                                            (9,898)                 31,524
               Write-down of assets held for sale                        (213,672)                     --
               Settlement of stock options                                (11,400)                     --
                                                                        ---------                --------
                                                                         (221,372)                 77,967
                                                                        ---------                --------

                              NET LOSS                                  $(312,482)               $ (5,306)
                                                                        =========                ========

                              Net loss per share                        ($   0.20)               ($  0.00)
                                                                        =========                ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>   39


                   Consolidated Capital of North America, Inc.

                        STATEMENT OF STOCKHOLDERS' EQUITY

                       Two Years ended December 31, 1996

<TABLE>
<CAPTION>
                                                     Number of Shares                                               
                                                  -------------------------                                        Additional
                                                  Common          Preferred          Common        Preferred         Paid-in      
                                                  Stock             Stock            Stock           Stock           Capital     
                                                  -----             -----            -----           -----           -------      
<S>                                               <C>             <C>              <C>            <C>             <C> 
          Balance at January 1, 1995              1,304,546          450,000        $131           $ 4,500           $827,598

          Conversion of preferred stock             225,000         (450,000)         22           (4,500)             4,477

          Net loss for the year                          --               --          --               -- 
                                                  ---------          -------        ----           -------           --------
          Balance at December 31, 1995            1,529,546               --         153               --            832,075

          Issuance of common stock:
               Legal services                        12,500               --           1               --             12,284
               Cancellation of stock options         28,500               --           3               --             11,397

          Net loss for the year                          --               --          --               -- 
                                                  ---------          -------        ----           -------           --------

          Balance at December 31, 1996            1,570,546        $      --         157          $    --           $855,756
                                                  =========        =========         ===          =======           ========
</TABLE>


<TABLE>
<CAPTION>
                                                            Accumulated                  
                                                             Deficit                   Total 
                                                             -------                   ----- 
<S>                                                        <C>                      <C>
          Balance at January 1, 1995                       $(460,695)               $ 371,534

          Conversion of preferred stock                           --                       (1)

          Net loss for the year                               (5,306)                   (5,306)
                                                           ---------                ----------

          Balance at December 31, 1995                      (466,001)                 366,227

          Issuance of common stock:
               Legal services                                     --                   12,285
               Cancellation of stock options                      --                   11,400

          Net loss for the year                             (312,482)                 (312,482)
                                                           ---------                ---------

          Balance at December 31, 1996                     $(778,483)               $  77,430
                                                           =========                =========
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      F-6
<PAGE>   40



                   Consolidated Capital of North America, Inc.


                            STATEMENTS OF CASH FLOWS

                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                     1996                1995
                                                                                                   --------             ------
<S>                                                                                                <C>                <C>
          Cash flows from operating activities:
                          Net loss                                                                 $(312,482)         $  (5,306)
                          Adjustments to reconcile net loss to net cash provided by
                              (used in) operating activities
                                  Income from operations and gain on sale of affiliates
                                      held for sale                                                       --            (44,233) 
                                  Stock options settled for stock                                     11,400                 --
                                  Write-down of assets held for sale                                 213,757                 --
                                  Legal services paid in stock                                        12,285                 --
                                  Increase in accrued interest receivable                                 --            (11,655)
                                  Increase in accounts payable and accrued liabilities                 7,246             32,170
                                                                                                    --------          ---------

                                          Net cash provided by (used in) operating activities        (67,794)           (29,024)
                                                                                                    --------          ---------

          Cash flows from investing activities:
                          Purchases of marketable securities                                          (7,000)                --
                          Proceeds from the sale of equipment                                          4,200              3,000
                          Deposit received in connection with acquisition                             20,000                 --
                          Proceeds from sale of marketable securities                                     --            124,623
                          Payments from notes receivable                                                  --           (139,819)
                          Distribution from investment in affiliates held for sale                    84,588             37,228
                                                                                                    --------          ---------

                                          Net cash provided by (used in) investing activities        101,788             25,032
                                                                                                    --------          ---------

          Net cash provided by (used in) financing activity - increase (decrease) in note 
           payable                                                                                   (12,524)             8,181
                                                                                                    --------          ---------

                                          Increase in cash                                            21,470              4,189

          Cash at beginning of year                                                                    5,467              1,278
                                                                                                    --------          ---------

          Cash at end of year                                                                      $  26,937          $   5,467
                                                                                                   =========          =========


          Supplemental disclosure of cash flow information:
                          Noncash investing and financing activities:
                              Common stock issued for preferred shares                            $       --          $   4,500
                          Note receivable in exchange for investment                              $       --          $  22,896
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-7
<PAGE>   41
                   Consolidated Capital of North America, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1995

NOTE A - GENERAL

     Consolidated Capital of North America, Inc., (the "Company") was organized
     in 1987 and is incorporated as a Colorado corporation. The Company
     maintains an interest in a manufactured housing community and a joint
     venture operated for development and resale of single family housing lots.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the Company's significant accounting policies applied in the
     preparation of the accompanying financial statements follows:

     1.  Investments

     The Company accounts for its interest in investments for which it has less
     than a 50% interest and in majority owned subsidiaries where control is
     expected to be temporary under the equity method. Under this method, the
     Company's proportionate share of the equity investments' income or loss
     either increases or decreases the Company's investment. At December 31,
     1995, the Company discontinued recognizing losses attributable to its
     investment in Bear Star Limited Liability Company because such losses
     reduced the investment below zero.  At December 31, 1996, the Company
     reduced its investment to net realizable value.

     In January 1997, the Company sold its 53% interest in the Northcrest Joint
     Venture. At December 31, 1996, the carrying amount was reduced to net
     realizable value. Amounts in the 1995 financial statements have been
     reclassified to conform with the 1996 presentation.

     2.  Equipment Held for Sale

     Equipment held for sale includes certain oil and gas equipment and is
     recorded at the lower of management's estimate of net realizable value or
     cost.

     3.  Marketable Securities Held for Sale

     Investments in equity securities are classified as trading. Trading
     securities are measured at fair value, with net unrealized holding gains
     and losses reported in operations.



                                      F-8
<PAGE>   42

                   Consolidated Capital of North America, Inc.


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     4.   Earnings Per Share

     The net loss per common share is computed by dividing the net loss for each
     year then ended by the weighted average number of common shares outstanding
     (1,532,129 in 1996 and 1,435,796 in 1995). Stock options were excluded from
     the computation of earnings per share as their effect would be antidilutive
     in both 1996 and 1995.

     5.  Use of Estimates

     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.

     6.  Income Taxes

     Deferred income taxes are recognized for the tax consequences of temporary
     differences by applying enacted statutory tax rates applicable to future
     years to differences between the financial statement carrying amounts and
     the tax bases of existing asset and liabilities. The effect on deferred
     taxes of a change in tax rates is recognized in income in the period that
     includes the enactment date.

     7.  Fair Value of Financial Instruments

     The carrying amount of cash, receivables, accounts payable and notes
     payable approximate fair value at December 31, 1996 due to the relatively
     short maturity of these instruments. The fair value of marketable
     securities was determined based upon available market information. The fair
     value estimates are based upon pertinent information available to
     management at the balance sheet date.



                                      F-9
<PAGE>   43
                    CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                     NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             DECEMBER 31, 1996 AND 1995

NOTE C - ACQUISITION OF REAL ESTATE INTEREST

     During 1995 the Company acquired, through a joint venture, a 50% interest
     in property for $67,500 in Colorado Springs, Colorado, under a note
     arrangement with the seller at 12% interest. The note was for $135,000 with
     monthly payments of $8,000 per month commencing June 1995. In May 1995,
     through joint venture contributions of $25,000 (including $12,500 by the
     Company) the note was reduced to $110,000. This interest was sold in
     November 1995 for $18,000 in exchange for a note from the other joint
     venture partner plus the assumption of remaining debt.

     Also during 1995, notes receivable of the Company were assigned to an
     affiliate, Bear Star Limited Liability Company, in connection with the
     reorganization of such entity. This reorganization resulted in the
     Company owning approximately 19% of such affiliate and acquiring a note
     receivable of $22,897.

     Summarized financial information of Bear Star is as follows:

<TABLE>
<CAPTION>
                                       1996                    1995
                                     --------               --------
<S>                                  <C>                    <C>
          Revenues                   $782,764               $113,449
          Gross Profit                 82,476                  6,779
          Net Loss                    (78,114)               (77,404)
</TABLE>

     The Company's original indirect interest in the affiliate was acquired
     through advances of approximately $114,000. The affiliate had substantial
     obligations including notes payable of approximately $1,000,000 and
     $2,164,534 as of December 31, 1996 and 1995, respectively. As of December
     31, 1996, in the opinion of management, the investment and advances in the
     affiliate was carried at their net realizable value.


NOTE D - RELATED PARTY TRANSACTIONS

     During 1995, the Company paid approximately $1,700 to certain former
     officers and directors for office space and services.

     At various times during 1995, the Company borrowed funds from various
     related parties including officers and directors. The notes bore interest 
     at a rate of 9% to 12%. These notes were either paid or assumed by former
     officers and directors.


                                      F-10
<PAGE>   44

                   Consolidated Capital of North America, Inc.


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995

NOTE E - MARKETABLE SECURITIES

     In 1993, the Company sold an asset to U.S. Exploration ("USXP") for 62,000
     restricted shares of USXP common stock at an agreed-upon value of
     approximately $100,000. The Company then exchanged 42,000 shares of USXP to
     reduce a related liability of approximately $67,500. The Company realized a
     gain on this sale of approximately $54,000. The shares of USXP were subject
     to resale restrictions under Rule 144, which enabled the Company to resell
     the remaining shares in 1995 for $21,628 resulting in a loss. The former
     officers and directors of the Company are stockholders of USXP, and a
     former director of the Company is also an officer/director of USXP.

     In December 1993, the Company acquired 12,500 units in Gold Capital
     Corporation ("GCC") in a private offering of securities at a per unit cost
     of $2.00 with each unit consisting of two common shares and one warrant to
     purchase common shares at $1.00. In 1994, the Company exercised its
     warrants and held a total of 37,500 shares.

     Subsequent to December 31, 1996, the Company exchanged all of its GCC
     securities in satisfaction of certain obligations. (See Note F)


NOTE F - STOCKHOLDERS' EQUITY

     The Company has 10,000,000 preferred shares, which are authorized but
     unissued. These shares may be issued in a series with rights and 
     preference at the discretion of the Board of Directors. 

     In October 1991, the Company issued in a private placement 450,000 shares
     of its $.01 par value preferred stock designated as Series A
     Preferred Shares. The Series A Preferred Shares were convertible into
     common stock. The preferred stock was issued in exchange for a 50% interest
     in a joint venture, which owned a gas gathering system. In 1995, the
     preferred shareholders converted their preferred stock into 225,000 shares
     of common stock.


                                      F-11
<PAGE>   45

                   Consolidated Capital of North America, Inc.


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995

NOTE F - STOCKHOLDERS' EQUITY - Continued

     The Board of Directors has adopted a compensatory benefit plan (the
     Compensatory Benefit Plan). The purpose of this plan is to compensate
     officers, directors, consultants and advisors for services rendered to the
     Company through the issuance of common shares. According to the
     Compensatory Benefit Plan, the Board of Directors will value the services
     rendered and determine the amount of common shares to be issued any
     recipient. An aggregate of 140,000 common shares of the Company have been
     reserved for issuance under the Compensatory Benefit Plan, of which 70,000
     remain available for issuance. No shares were issued under the Compensatory
     Benefit Plan in 1996 or 1995.

     The Company has 100,000 common shares reserved (which was increased by the
     Board of Directors, subject to shareholder approval, to 5,000,000 common
     shares) for future issuance under an Incentive Stock Option Plan (the
     Plan). The Plan provides that no option may be granted at an exercise price
     less than the fair market value of the common shares of the Company on the
     date of grant. During 1994, the Company granted 520,000 options to
     employees and officers/directors generally at $.55 per share. These options
     expire in 2004. In September 1994, 54,546 stock options were exercised. As
     of December 31, 1996, stock options to exercise 10,000 shares were settled
     through the issuance of 8,500 shares of common stock with a fair value of
     $3,400. The remaining 455,454 options outstanding were cancelled in January
     1997 in exchange for certain assets.

     In 1994, the Company also reserved 750,000 shares of common stock for
     possible issuance under a nonqualified stock option plan. In 1995, options
     to acquire a total of 25,000 common shares at an exercise price of $.50
     were issued. As of December 31, 1996, stock options to exercise 25,000
     shares were settled through the issuance of 20,000 shares of common stock
     with a fair value of $8,000.


NOTE G - INCOME TAXES

     At December 31, 1996 and 1995, the Company had net operating loss
     carryforwards available for Federal and State income tax purposes of
     approximately $638,000 and $589,000 which, if not used, will expire at
     varying dates through 2011. Due to the change in ownership, these operating
     losses are subject to limitations imposed by the tax regulations. As of
     December 31, 1996 and 1995, the Company had a deferred tax asset of
     $325,000 and $204,000, respectively, that was fully reserved through a
     valuation allowance. The change in the valuation allowance for 1996 and
     1995 is $121,000 and $9,000, respectively. The difference between the
     Company's effective tax rate and statutory tax rate is due to the valuation
     allowance for the year ended December 31, 1996 and 1995. No cash was paid
     for income taxes in 1996 and 1995.


                                      F-12
<PAGE>   46


                   Consolidated Capital of North America, Inc.


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995

NOTE H - SUBSEQUENT EVENTS

On January 21, 1997, Consolidated Land & Cattle Company (a subsidiary of the
Company) merged with Angeles Acquisition Corp. (a privately held company).
Angeles Acquisition Corp. survived the merger and is a wholly owned subsidiary
of the Company. Prior to the merger, the Company sold certain assets, including
an interest in a majority-owned joint venture to three former executive officers
and directors of the Company. Subsequent to the merger, the former officers and
directors resigned. As part of the merger, the Company issued 8,638,003 new
common shares to the sole stockholder of Angeles Acquisition Corp. Concurrent
with the merger, the Company sold 5,496,911 shares of common stock, in a private
transaction exempt from registration under Regulation S of the Securities Act of
1933, as amended, for an aggregate purchase price of $1,000,000. Prior to the
merger, Angeles Acquisition Corp. acquired Angeles Metal Trim Co. and
Subsidiary, for approximately $4,300,000, including fees and expenses, Angeles
Metal Trim Co. incurred new indebtedness of approximately $4,200,000, which was
used in connection with this acquisition. Angeles Metal Trim Co. was not in
compliance with certain loan covenants which have been waived by the bank
through December 31, 1997.  A portion of the proceeds from the indebtedness was
used to repay the outstanding balance of $900,000 under Angeles Metal Trim Co.'s
line of credit.


                                      F-13
<PAGE>   47
                   Consolidated Capital of North America, Inc.


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995

NOTE H - SUBSEQUENT EVENTS - Continued

     The following unaudited proforma balance sheet information gives effect of
     the acquisition and related transactions as if they had occurred on
     December 31, 1996. The unaudited proforma statement of operations gives
     effect to such transactions as if they had occurred on January 1, 1996.

<TABLE>
<CAPTION>
                                                                            December 31, 1996
                                                 ------------------------------------------------------------------------
                                                   Consolidated
                                                 Capital of North   Angeles Metal             Proforma         Proforma
                                                  America, Inc.       Trim Co.               Adjustments     Consolidated
                                                 ----------------   -------------            ------------    ------------
<S>                                               <C>               <C>              <C>     <C>              <C> 
Current assets
         Cash                                        $ 26,937        $    27,704      3       $   100,000     $  154,641
 
         Notes receivable                              32,125                 --      1            (2,125)        30,000
         Investment in joint ventures
            held for sale                              52,000                 --      1           (52,000)            --
         Equipment held for sale                        2,500                 --      1            (2,500)            --
         Marketable securities held for sale           44,500                 --      1           (44,500)            --
         Accounts receivable, net                          --          2,485,956                       --      2,485,956
         Inventories, net                                  --          1,974,139                       --      1,974,139
         Prepaid expenses                                 --              32,356                       --         32,356
                                                     --------        -----------              -----------     ----------

                 Total current assets                 158,062          4,520,155                   (1,125)     4,677,092
                                                     --------        -----------              -----------     ----------

Property and equipment                                     --          4,400,518      2        (2,248,966)     2,151,552

Less accumulated
          depreciation and amortization                    --         (4,173,505)     2         4,173,505            --
                                                     --------        -----------              -----------     ----------
                                                           --            227,013                1,924,539      2,151,552

Other assets
         Excess purchase price
            over net assets acquired                       --                 --      2         2,384,804      2,384,804
         Cash surrender value of life
            insurance                                      --             23,012      4           (23,012)            --
         Deposits                                          --             13,451                       --         13,451
                                                     --------        -----------              -----------     ----------
                                                           --             36,463                2,361,792      2,398,255
                                                     --------        -----------              -----------     ----------

                 Total assets                        $158,062        $ 4,783,631              $ 4,285,206    $ 9,226,899
                                                     ========        ===========              ===========    ===========
</TABLE>


                                      F-14
<PAGE>   48

                         CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                         NOTES TO FINANCIAL STATEMENTS-CONTINUED

                                DECEMBER 31, 1996 AND 1995


NOTE H - SUBSEQUENT EVENTS - Continued
                              
<TABLE>
<CAPTION>
                                                                                    December 31, 1996
                                                      ------------------------------------------------------------------------------
                                                      Consolidated
                                                     Capital of North      Angeles Metal         Proforma                Proforma
                                                      America,Inc.           Trim Co.            Adjustments            Consolidated
                                                      ------------           --------            -----------            ------------
<S>                                                  <C>                 <C>                <C>  <C>                    <C>
          Current liabilities
                   Notes payable and
                      short-term borrowings                $    --       $   285,000          3    $   267,447          $   552,447
                                                                                                              
                   Note payable - affiliate                     --                --          3        250,000              250,000

                   Accounts payable                         24,632         3,432,166          3         33,000            3,489,798
                   Accrued liabilities                      36,000           140,569          1        (36,000)             140,569
                   Other                                    20,000                --          4        (20,000)                  --
                                                           -------       -----------               -----------          ------------

                           Total current liabilities        80,632         3,857,735                   494,447            4,432,814
                                                           -------       -----------               -----------          ------------

          Note payable - long-term                              --           900,000          3      2,911,793            3,811,793

          Stockholders' equity                                    
                   Preferred stock                              --                --                        --                   --
                   Common stock                                157             1,420          2         (1,420)               1,570
                                                                                              3          1,413     

                   Additional paid-in capital              855,756           108,876          2       (108,876)           1,822,205
                                                                                              3        966,449
                   Accumulated deficit                    (778,483)          (84,400)         2        107,412             (841,483)
                                                                                              1        (63,000)
                                                                                              4        (23,012)
                                                          --------       -----------               -----------          -----------
                                                                  
                           Total stockholders' equity       77,430            25,896                   878,966              982,292
                                                          --------       -----------               -----------          -----------

                           Total liabilities and
                              stockholders' equity     $   158,062       $ 4,783,631               $ 4,285,206          $ 9,226,899
                                                       ===========       ===========               ===========          ===========
</TABLE>


                                      F-15


<PAGE>   49
                  Consolidated Capital of North America, Inc.

                         NOTES TO FINANCIAL STATEMENTS-Continued

                           December 31, 1996 and 1995

NOTE H - SUBSEQUENT EVENTS - Continued

<TABLE>
<CAPTION>
                                                                        Year ended December 31, 1996
                                             --------------------------------------------------------------------------------
                                             
                                                 Consolidated                                            
                                                  Capital of                                                        Proforma   
                                                    North           Angeles Metal                 Proforma        Consolidated 
                                                 America, Inc.         Trim Co.                  Adjustments       Statements
                                                 -------------         --------                  -----------       ----------
<S>                                              <C>                <C>                         <C>              <C>
          Net sales                                  $    --        $ 20,879,891                $      --          $ 20,879,891

          Cost of goods sold                              --          18,231,030        5         145,795            18,376,825
                                                   ---------        ------------                ---------          ------------

                        Gross profit                      --           2,648,861                 (145,795)            2,503,066

          Operating expenses
              Selling and shipping                        --           2,962,443                       --             2,962,443
              General and administrative              91,110           1,234,569        6         215,789             1,541,468
              Other                                    3,671                  --                                          3,671
                                                   ---------        ------------                ---------          ------------

                        Total expenses                94,781           4,197,012                  215,789             4,507,582
                                                   ---------        ------------                ---------          ------------

                        Operating loss               (94,781)         (1,548,151)                (361,584)           (2,004,516)

          Other income (expense)
              Interest expense                            --            (101,804)       7         101,804              (325,167)
                                                                                        7        (325,167)
              Other income                            17,269             197,855                       --               215,124
              Other expense                               --              (2,136)                      --                (2,136)
              Loss from write downs of assets and
                settlement of stock options         (234,970)                 --                       --              (234,970)
                                                   ---------        ------------                ---------          ------------

                        NET LOSS                   $(312,482)       $ (1,454,236)               $(584,947)         $ (2,351,665)
                                                   =========        ============                =========          ============
</TABLE>


                                      F-16


<PAGE>   50

                 Consolidated Capital of North America, Inc.

                         NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1995

NOTE H - SUBSEQUENT EVENTS - Continued

     Balance Sheet - Proforma Adjustments

     1.   Sale of assets primarily to former directors in satisfaction of 
          certain liabilities.

     2.   Adjustments for the acquisition of the net assets acquired:

<TABLE>
<S>                                                                                  <C>


               Purchase price of net assets acquired                                  $4,309,443
               Net adjustment to fair value of net identifiable
                    tangible assets acquired                                           1,924,539
                                                                                      ----------

               Excess purchase price over fair value of net
                    assets acquired                                                   $2,384,904
                                                                                      ==========
</TABLE>


     3.  In connection with the acquisition, the Company incurred indebtedness
         of approximately $4.2 million and raised $966,500, net of accrued stock
         offering cost of approximately $33,500, through the issuance of
         5,496,911 shares of common stock. Also, the Company issued 8,638,003
         shares of common stock to the sole stockholder of Angeles Acquisition
         Corp. A portion of the proceeds from the indebtedness was used to repay
         the outstanding line of credit of $900,000. In addition, the Company
         issued a promissory note in January 1997 in the amount of $250,000,
         payable on demand in consideration of an acquisition structuring fee
         related to the merger and the related transactions.

     4.  The $23,012 represents the cash surrender value of life insurance
         policies that were distributed to a former shareholder of Angeles
         Metals Trim Co. a day prior to the date of acquisition. The $20,000
         represents earnest funds previously received in connection with this
         acquisition.



                                      F-17
<PAGE>   51

                 Consolidated Capital of North America, Inc.

                         NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1995


NOTE H - SUBSEQUENT EVENTS - Continued

     Income Statement - Pro Forma Adjustments

 5.      To adjust for additional depreciation resulting from the revaluation of
         assets as determined by appraisal. Assets are depreciated over their
         useful lives using the straight line method after giving consideration
         for salvage value.

 6.      To adjust for amortization of the excess of purchase price over assets
         acquired. The amortization is based on a ten-year life using the
         straight-line method.

 7.      Interest on the new indebtedness incurred to finance the purchase of
         Angeles Metal Trim Co. less reduction for the interest on the old
         line of credit.



                                      F-18
<PAGE>   52
                CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Angeles Metal Trim Co. and Subsidiary


We have audited the accompanying consolidated balance sheets of Angeles Metal
Trim Co. and Subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion. 

In our opinion, the financial statements present fairly, in all material
respects, the consolidated financial position of Angeles Metal Trim Co. and
Subsidiary as of December 31, 1996 and 1995, and the consolidated results of
their operations and their consolidated cash flows for the years then ended, 
in conformity with generally accepted accounting principles.


Grant Thornton LLP

Los Angeles, California
March 21, 1997 (except for Note C,
  as to which the date is April 11, 1997)


                                      F-19
<PAGE>   53
                     Angeles Metal Trim Co. and Subsidiary

                          CONSOLIDATED BALANCE SHEETS

                           December 31, 1996 and 1995



                                     ASSETS

<TABLE>
<CAPTION>
                                                                                                1996                     1995
                                                                                                ----                     ----
<S>                                                                                       <C>                        <C>
          CURRENT ASSETS
                     Cash                                                                 $    27,704                $    46,996
                     Notes receivable                                                              --                     13,419
                     Accounts receivable - trade, less allowance
                        for doubtful accounts of $235,258 and $166,159
                        in 1996 and 1995, respectively                                      2,485,956                  2,701,196
                     Inventories, net                                                       1,974,139                  2,399,459
                     Prepaid expenses and other                                                32,356                     87,055
                                                                                          -----------                -----------

                                  Total current assets                                      4,520,155                  5,248,125

          PROPERTY AND EQUIPMENT - AT COST
                     Machinery and equipment                                                2,955,167                  2,850,540
                     Transportation equipment                                                 745,094                    735,406
                     Furniture and fixtures                                                   434,619                    392,951
                     Leasehold improvements                                                   243,931                    243,931
                     Construction in progress                                                  21,707                     16,735
                                                                                          -----------                -----------
                                                                                            4,400,518                  4,239,563
                     Less accumulated depreciation and amortization                        (4,173,505)                (4,103,391)
                                                                                          -----------                -----------
                                                                                              227,013                    136,172

          OTHER ASSETS
                     Cash surrender value of life insurance policies,
                        net of policy loans of $155,639                                        23,012                     23,013
                     Deposits                                                                  13,451                     15,692
                                                                                          -----------                -----------
                                                                                               36,463                     38,705
                                                                                          -----------                -----------

                                  Total assets                                            $ 4,783,631                $ 5,423,002
                                                                                          ===========                ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                      F-20
<PAGE>   54

                     ANGELES METAL TRIM CO. AND SUBSIDIARY

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                           December 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                              1996                       1995
                                                                                           -----------                ----------
<S>                                                                                        <C>                        <C>
          CURRENT LIABILITIES
                     Short-term borrowings                                                 $        --                $  250,000
                     Accounts payable                                                        3,432,166                 3,030,698
                     Accrued liabilities                                                       140,569                   377,172
                     Notes payable to former officer                                           285,000                        --
                                                                                           -----------                ----------

                                  Total current liabilities                                  3,857,735                 3,657,870


          LONG-TERM INDEBTEDNESS
                     Note payable - long-term                                                  900,000                        --
                     Notes payable to former officer                                                --                   285,000



          COMMITMENTS                                                                               --                        --




          STOCKHOLDERS' EQUITY
                     Common stock - authorized, 1,000 shares of $10
                        par value; issued and outstanding, 142 shares;                           1,420                     1,420
                     Capital contributed in excess of par value                                108,876                   108,876
                     Retained (deficit) earnings                                               (84,400)                1,369,836
                                                                                           -----------                ----------
                                                                                                25,896                 1,480,132
                                                                                           -----------                ----------

                                  Total liabilities and stockholders' equity               $ 4,783,631                $5,423,002
                                                                                           ===========                ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-21
<PAGE>   55

                     Angeles Metal Trim Co. and Subsidiary

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                     1996                        1995
                                                                                 ------------                ------------
<S>                                                                              <C>                         <C>
          Net sales                                                              $ 20,879,891                $ 22,315,108

          Cost of goods sold                                                       18,231,030                  18,584,372
                                                                                 ------------                ------------

                           Gross profit                                             2,648,861                   3,730,736

          Operating expenses
              Selling and shipping                                                  2,962,443                   2,400,273
              General and administrative                                            1,234,569                   1,090,108
                                                                                 ------------                ------------
                                                                                    4,197,012                   3,490,381
                                                                                 ------------                ------------

                           (Loss) income from operations                           (1,548,151)                    240,355

          Other income (expense)
              Interest expense                                                       (101,804)                    (88,367)
              Other income                                                            197,855                     169,746
              Other expense                                                            (2,136)                    (35,933)
                                                                                 ------------                ------------
                                                                                       93,915                      45,446
                                                                                 ------------                ------------

                           Net (loss) earnings before income taxes                 (1,454,236)                    285,801

          Income tax expense                                                               --                       9,637
                                                                                 ------------                ------------

                           NET (LOSS) EARNINGS                                   $ (1,454,236)               $    276,164
                                                                                 ============                ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                      F-22
<PAGE>   56

                     Angeles Metal Trim Co. and Subsidiary

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                       Two Years ended December 31, 1996

<TABLE>
<CAPTION>
                                                                            Capital                             
                                                         Common stock      contributed     Retained     Minority              
                                                   ------------------     in excess of    (deficit)     interest in
                                                   Shares      Amount      par value       earnings     subsidiary        Total
                                                   ------      ------      ---------       --------     ----------        -----
<S>                                                <C>        <C>         <C>          <C>              <C>           <C>
Balance at January 1, 1995                         142         $1,420      $108,876    $1,397,290       $(283,618)    $1,223,968
                                                              
Redemption of shares of minority shareholder         -              -             -      (303,618)        283,618        (20,000)
                                                              
Net earnings                                         -              -             -       276,164               -        276,164
                                                 -----         ------    ----------    ----------      ----------     ----------
                                                              
Balance at December 31, 1995                       142          1,420       108,876     1,369,836               -      1,480,132
                                                              
Net loss                                             -              -             -    (1,454,236)              -     (1,454,236)
                                                 -----         ------    ----------    ----------      ----------     ----------
                                                              
Balance at December 31, 1996                       142         $1,420    $  108,876    $  (84,400)     $        -     $   25,896
                                                 =====         ======    ==========    ==========      ==========     ==========    
</TABLE>

                                                    
                                                           
   The accompanying notes are an integral part of this financial statement.



                                      F-23
<PAGE>   57
                     Angeles Metal Trim Co. and Subsidiary

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                1996                    1995
                                                                                            -----------             -----------
<S>                                                                                         <C>                     <C>
          Cash flows from operating activities:
                     Net (loss) earnings                                                    $(1,454,236)            $   276,164
                     Adjustments to reconcile net (loss) earnings to net cash used in
                        operating activities:
                           Depreciation and amortization                                         70,114                  83,963
                           Provision for bad debts                                              335,150                 150,268
                           Write-off of property and equipment                                       --                  51,773
                           Write-off of notes receivable                                         13,419                      --
                           Increase in accounts receivable                                     (119,910)               (430,924)
                           (Increase) decrease in inventories                                   425,320              (1,032,888)
                           (Increase) decrease in prepaid expenses and other assets              56,941                 (42,469)
                           Increase in accounts payable                                         401,468                 657,987
                           (Decrease) increase in accrued liabilities                          (236,603)                135,644
                                                                                            -----------             -----------

                                 Total adjustments                                              945,899                (426,646)
                                                                                            -----------             -----------

                                 Net cash used in operating activities                         (508,337)               (150,482)

          Cash flows from investing activities:
                     Additions to notes receivable                                                   --                 (30,366)
                     Repayment of notes receivable                                                   --                  26,497
                     Acquisition of property and equipment                                     (171,450)               (138,402)
                     Proceeds from sale of property and equipment                                10,495                   4,000
                     Redemption of shares of minority shareholder                                    --                 (20,000)
                                                                                            -----------             -----------

                                 Net cash used in investing activities                         (160,955)               (158,271)
                                                                                            -----------             -----------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-24
<PAGE>   58
                    Angeles Metal Trim Co. and Subsidiary

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                       1996                      1995
                                                                                     ---------                ---------
<S>                                                                                  <C>                      <C>
          Cash flows from financing activities:
                     Proceeds of short-term borrowings                               $ 650,000                $ 250,000
                     Repayment of long-term debt                                            --                 (137,745)
                                                                                     ---------                ---------

                                 Net cash used in financing activities                 650,000                  112,255
                                                                                     ---------                ---------

                                 Net decrease in cash                                  (19,292)                (196,498)

          Cash at beginning of year                                                     46,996                  243,494
                                                                                     ---------                ---------

          Cash at end of year                                                        $  27,704                $  46,996
                                                                                     =========                =========

          Supplemental disclosures of cash flow information:
                     Cash paid during the year for:
                        Interest                                                     $ 101,804                $  88,367
                                                                                     =========                =========

                        Income taxes                                                 $      --                $  34,379
                                                                                     =========                =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-25
<PAGE>   59
                     Angeles Metal Trim Co. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1996 and 1995


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.  Business Activities

Angeles Metal Trim Co. and Subsidiary ("the Company") manufactures steel
framing used in commercial and residential structures. The Company's primary
market is domestic; however, approximately 5% of sales are to foreign markets,
primarily Japan.

2.  Principles of Consolidation and Minority Interest in Subsidiary

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, California Building Systems, Inc. (CBS). All
significant intercompany accounts and transactions have been eliminated.
Effective at the beginning of 1995, the Company acquired the minority interest
in CBS from a related party for $20,000.

3.  Inventories

Inventories are stated at the lower of standard cost (which approximates
first-in, first-out basis) or market.

4.  Depreciation and Amortization

Depreciation and amortization are provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service lives
using principally the straight-line method. Leasehold improvements are
amortized over the lives of the respective leases or the service lives of the
improvements, whichever is shorter.

5.  Use of Estimates

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.


                                      F-26
<PAGE>   60
                     Angeles Metal Trim Co. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

6.  Concentrations

The Company maintains cash in a financial institution. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation up to
$100,000. Uninsured balances aggregate to $41,709 and $163,944 at December 31,
1996 and 1995, respectively.

For the year ended December 31, 1996, the Company purchased 50% of its
materials from one vendor.

7.  Financial Instruments

The carrying amounts of the Company's accounts receivable, accounts payable,
and short-term debt approximated fair value as of December 31, 1996 and 1995,
because of the relatively short maturity.

NOTE B - INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
                                                 1996            1995
                                              ----------      ----------
<S>                                           <C>             <C>
      Raw materials                           $  530,441      $  835,217
      Work-in-process                            381,211         306,035
      Finished goods                           1,293,882       1,258,207
                                              ----------      ----------
                                               2,205,534       2,399,459
      Less: allowance for obsolete inventory     231,395              - 
                                              ----------      ----------
                                              $1,974,139      $2,399,459
                                              ==========      ==========
</TABLE>


                                      F-27
<PAGE>   61
                     Angeles Metal Trim Co. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE C - NOTE PAYABLE BANK

The Company had a line of credit and term loan with a commercial bank. The line
of credit in the amount of $2,000,000 was guaranteed by an officer of the
Company and bore interest at the bank's prime rate plus 0.75% (9.75% at
December 31, 1996). Borrowings under the line of credit were collateralized by
accounts receivables and property and equipment. At December 31, 1996 and 1995,
$900,000 and $250,000 was outstanding under the line of credit, respectively.
Under the term loan the Company could borrow $650,000, of which any outstanding
borrowings would bear interest at the bank's prime rate plus 1.25%. The term
loan expired on December 31, 1996.

On January 15, 1997, the Company repaid the outstanding balance, terminated its
line of credit with the above commercial bank and entered into a revolving line
of credit with another bank. The line of credit has been shown as long-term
debt. Under this credit facility, the Company borrowed approximately $2,800,000
and can borrow up to $4,000,000 limited by eligible accounts receivable and
inventory. This credit facility is due on December 15, 1998 and bears interest
at a base interest rate of 2% per annum over the Bank's LIBOR-Rate for the
interest period. The line of credit is collateralized by accounts receivable and
inventory. The Company is subject to certain restrictive covenants under the
above lending arrangements, as defined in the agreement.  The Company was not in
compliance with certain loan covenants which have been waived by the bank
through December 31, 1997.

On January 17, 1997, the Company also borrowed $1.4 million at an interest rate
of 9.78%, payable in forty-eight installments, with the final payment due
February 17, 2001.

NOTE D - NOTES PAYABLE TO FORMER OFFICER

Notes payable to a former officer were payable upon demand and bore interest at
10% per annum. One note payable was similar to a revolving line of credit with
the maximum limit not to exceed $500,000. As discussed in Note G, the Company
was sold to unrelated parties and these notes payable were due on the closing of
the sale. The notes were classified as long-term in 1995 because the former
officer did not intend to demand payment in the near-term.


                                      F-28
<PAGE>   62
                     Angeles Metal Trim Co. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

                           December 31, 1996 and 1995


NOTE E -- INCOME TAXES

The actual tax expense differs from amounts computed using the statutory
Federal tax rate of 34% in 1996 and 1995 primarily due to a valuation allowance
for deferred tax assets and utilization of net operating loss carryforwards.

Deferred taxes are determined based on the estimated future tax effects of
difference between the financial statement and the basis of assets and
liabilities under the provisions of the enacted tax laws.

The tax effects of temporary differences that give rise to net deferred taxes
at December 31, 1996 and 1995 are:


<TABLE>
<CAPTION>

<S>                                            <C>               <C>

                                                  1996              1995
                                                  ----              ----
  
Deferred tax assets:
  Allowance for bad debts                        $101,858         $70,818
  Reserve for inventory                           100,194              -- 
  Net operating loss carryforward                 470,261          71,396
  Inventory capitalization                         61,158          50,373
  State franchise tax                                 816           4,093
  Depreciation and amortization                     9,198              --
                                                 --------         -------
        Total deferred tax assets                 743,485         196,680

Valuation allowance for deferred tax assets      (743,485)       (161,112)
                                                 --------        -------- 
        Net deferred tax asset                         --          35,568 

Deferred tax liability:   
  Depreciation and amortization                        --         (35,568)  
                                                 --------        -------- 

        Net deferred taxes                       $     --        $     --
                                                =========        ========

</TABLE>


A valuation allowance was established because of the uncertainty that the
deferred tax asset will be realized. The valuation allowance increased
approximately $582,373 and decreased $187,827 at December 31, 1996 and 1995,
respectively.

The amount of federal and state operating loss carryforwards at December 31,
1996 was approximately $1,285,000 and $357,000, respectively, with expiration
dates through 2011. Due to the subsequent change in ownership, these operating
losses are subject to limitations imposed by the tax regulations.






                                      F-29

<PAGE>   63
                     Angeles Metal Trim Co. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE F - COMMITMENTS

        The Company leases its plant facilities under various operating lease
        agreements.

        Principal portions of its plant facilities were leased from a former
        officer of the Company under month to month leases.  On January 21,
        1997, the Company entered into noncancellable lease agreements with 
        the former officer.  (See Note G).

        Total rent expense under operating lease agreements for the years
        ended December 31, 1996 and 1995, (net of sublease rental income of
        $21,071) was $289,774 and $144,347, respectively. In addition to the
        lease payments, the Company is responsible for property taxes.

        The following is a schedule of approximate future minimum lease
        payments under operating leases for facilities and equipment that
        have initial or remaining noncancellable lease terms in excess of
        one year:

<TABLE>
<CAPTION>
                Year ending
                December 31,
                ------------
                <S>                     <C>
                1997                    $250,000
                1998                     269,000
                1999                     250,000
                2000                       8,000
                                        --------
                                        $777,000
                                        ========
</TABLE>

NOTE G - SUBSEQUENT EVENTS

        On January 21, 1997, Angeles Acquisition Corporation acquired the
        Company for $4,300,000, including fees and expenses.  In connection 
        with this acquisition, the Company incurred indebtedness of 
        approximately $4,500,000.

                                      F-30

<PAGE>   64

                                   SIGNATURES

         In accordance, Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has caused this report signed on its behalf by the
undersigned, thereunto duly authorized.

                                             CONSOLIDATED CAPITAL OF NORTH
                                             AMERICA, INC.


Date:  April 14, 1997                        By: /s/ Thompson H. Rogers
                                                 --------------------------
                                                 Thompson H. Rogers
                                                 Chairman of the Board
                                            
                            

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                      TITLE                       DATE
         ---------                      -----                       ----
<S>                                     <C>                         <C>
/s/ Thompson H. Rogers                  Chairman of the             April 14, 1997
------------------------------          Board, and
Thompson H. Rogers                      Director (Principal 
                                        Executive Officer)



/s/ Donald R. Jackson                   Secretary, Treasurer,       April 14, 1997
------------------------------          Chief Financial Officer
Donald R. Jackson                       and Director (Principal
                                        Financial and
                                        Accounting Officer)



/s/ Paul Bagley                         Director                    April 14, 1997
------------------------------
Paul Bagley


/s/ L. Wayne Harber                     Director                    April 14, 1997
------------------------------
L. Wayne Harber


/s/ John D. McKey, Jr.                  Director                    April 11, 1997
------------------------------
John D. McKey, Jr.
</TABLE>


                                       S-1
<PAGE>   65

EXHIBIT INDEX


Exhibit No.                             Description
-----------     ----------------------------------------------------------------
 2.1 (1)        Stock Purchase Agreement dated as of January 15, 1997 between
                Angeles Acquisition Corp., Angeles Metal Trim Co., California 
                Building Systems, Inc., and the shareholders of Angeles Metal 
                Trim Co. and D. Kingston Cable (Exhibits and Schedules omitted).

 2.2 (1)        Agreement and Plan of Merger dated January 16, 1997 between the
                Company, Consolidated Land & Cattle Company, Raymond E. 
                McElhaney, Bill M. Conrad, Ronald R. McGinnis, Angeles 
                Acquisition Corp. and Stone Pine Colorado, LLC (Exhibits and 
                Schedules omitted).

 3.1 (2)        Articles of Incorporation of the Company.

 3.2 (3)        By-laws.

10.1 (4)        Real Estate Development Agreement, dated July 26, 1994, by and
                between the Company, Glacier Valley Holding Corporation, and 
                other unrelated third parties.

10.2 (4)        Lot Option Agreement dated September 28, 1994, by and between
                the Company and JBS Corporation.

10.3 (5)        Promissory Note dated May 11, 1995, by and between JBS
                Corporation and Northcrest Joint Venture.
        
10.4 (5)        Lot Option Agreement dated April 12, 1996, by and between the
                Company and Elite Properties of America.

10.5 (4)        Form of Promissory Note by and between the Company and Bear
                Star Limited Liability Company.
        
10.6 (4)        Form of Promissory Note by and between the Company and
                Columbine Home Sales Limited Liability Company.

10.7 (4)        Contract to Buy and Sell Real Estate by and between Bear Star
                Limited Liability Company and the purchasers, dated June 24, 
                1994.

10.8 (4)        Contract to Buy and Sell Real Estate by and between Columbine
                Homes, L.L.C., and Allen E. Pezoldt Living Trust and Allen E. 
                Pezoldt, dated February 22, 1995.









<PAGE>   66

10.9  (6)       Form of Employment Agreement between the Company and Raymond E.
                McElhaney, Bill M. Conrad and Ronald R. McGinnis.

10.10           Purchase and Sale Agreement dated January 16, 1997 between the
                Company, Raymond McElhaney, Bill Conrad and Ronald McGinnis 
                (Exhibits and Schedules omitted).

10.11 (1)       Form of Stock Purchase Agreement dated January 16, 1997 between
                the Company and the investors (Exhibits and Schedules omitted).

10.12           Lease Agreement dated January 15, 1997 by and between Angeles
                Metal Trim Co. and D. Kingston Cable, Trustee of the Daniel 
                Kingston Cable and Barbara White Cable 1995 Revocable 
                Intervivos Trust (Re: property at 4817 and 4915 Sheila Street, 
                Commerce, California).

10.13           Lease Agreement dated January 15, 1997 by and between Angeles
                Metal Trim Co. and D. Kingston Cable, Trustee of the Daniel 
                Kingston Cable and Barbara White Cable 1995 Revocable 
                Intervivos Trust (Re: property at 116 Y Street, Vancouver, 
                Washington). 

10.14           Lease Agreement dated November 13, 1989 by and between Angeles
                Metal Trim Co. and 83rd Street Investors (Re: property at 4841 
                83rd Street, Sacramento, California).

10.15           Lease Agreement dated October 1, 1996 by and between Angeles
                Metal Trim Co. and Fred G. and Patricia A. Duncolon (Re: 
                property at 1851 Alexander Avenue, Tacoma, Washington).

10.16           Business Loan Agreement dated as of January 15, 1997 between
                Angeles Metal Trim Co. and Union Bank of California, N.A. 
                ("Union Bank").

10.17           Security Agreement dated as of January 9, 1997 between Angeles
                Metal Trim Co. and Union Bank.

10.18           Promissory Note dated as of January 15, 1997 by Angeles Metal
                Trim Co. in favor of Union Bank.
        
10.19           Continuing Guaranty by Angeles Acquisition Co. in favor of
                Union Bank.

10.20           Master Security Agreement dated as of January 8, 1997 between
                Angeles Metal Trim Co. and General Electric Capital Corporation 
                ("GE").

10.21           Promissory Note dated as of January 17, 1997 by Angeles Metal
                Trim Co. in favor of GE.


<PAGE>   67

10.22           Services Agreement dated as of February 1, 1997 between the
                Company and Stone Pine Atlantic, LLC.
        
10.23           Non-Competition and Consulting Agreement dated as of
                January 15, 1997 between Angeles Metal Trim Co. and
                D. Kingston Cable.

10.24           Promissory Note dated as of January 16, 1997 by the Company in
                favor of Stone Pine Cebrado, LLC.

16.(7)          Letter from Kish Leake & Associates, P.C. dated February 5,
                1997 regarding change of certifying accountant.

21.             Subsidiaries of the Company.

27.             Financial Data Schedule.
-------------------------

(1)     Incorporated by reference from the Company's Report on
        Form 8-K dated January 23, 1997.

(2)     Incorporated by reference from the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 1991.

(3)     Incorporated by reference from the Company's Registration
        Statement on Form S-18, Registration Number 33-24299, dated
        October 27, 1988.

(4)     Incorporated by reference from the Company's Annual Report on
        Form 10-KSB for the fiscal year ended December 31, 1994.

(5)     Incorporated by reference from the Company's Annual Report on
        Form 10-KSB for the fiscal year ended December 31, 1995.

(6)     Incorporated by reference from the Company's Annual Report on
        Form 10-KSB for the fiscal year ended December 31, 1993.

(7)     Incorporated by reference from the Company's Report on Form 8-K
        filed on February 7, 1997.