SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB/A



 X       Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
---      Act of 1934


         For the fiscal year ended   December 31, 1998
                                     ------------------

         Transition report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

         For the transition period from                 to
                                        ---------------    ---------------
         Commission file no.       0-29006

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
--------------------------------------------------------------------------------
                (formerly HEALTH CARE CENTERS OF AMERICA, INC.)
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

                   Nevada                                      62-1210877
                   ------                                      ----------
      (State or Other Jurisdiction of                       (I.R.S. Employer
       Incorporation or Organization)                        Identification No.)

                         100 North Arlington (ste. 22F)
                               Reno, Nevada 89501
                      --------------------------------------
                     (Address of Principal Executive Office)

                                 (702) 786-1461
                           ---------------------------
                           (Issuer's Telephone Number)
         Securities registered under Section 12 (b) of Exchange Act:
         None

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

                        Common stock, par value &.001 per share
--------------------------------------------------------------------------------
             Convertible Preferred Stock, par value $.001 per share
--------------------------------------------------------------------------------
                                (Title of class)

         Check whether the registrant (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) as been subject to such filing requirements for
         past 90 days.         Yes               No X
                                   ---             ---
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not 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. [ ]

         State issuer's revenues for its most recent fiscal year.     None

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference  to the  average bid and asked  prices at
closing of such stock, as of
                                       1
<PAGE>

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.        Yes       No n/a
                                                         ---      ---

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares  outstanding of the issuer's  common stock as of
December 31, 1997:  871,400,068  shares  (871,401  after given effect of reverse
split.

         Transitional Small Business Disclosure Format (check one):
                  Yes                No  X
                      ----             ----


                                       2
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

         Documents  incorporated  by reference:  The issuers Second Amended Form
10-SB, and all exhibits attached thereto, filed December 1999.


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

Item                                                                                  Page
----                                                                                   ----
                                     PART I
                                     ------

<S>               <C>                                                                  <C>
Item 1            Description of Business                                              4
Item 2            Description of Property                                              4
Item 3            Legal Proceedings                                                    4
Item 4            Submission of Matters to a Vote of
                  Security Holders                                                     4
                                     PART II
                                     -------

Item 5            Market for Common Equity and Related                                 4
                  Stockholder Matters                                                  4
Item 6            Management's Plan of Operation                                       5
Item 7            Financial Statements                                               7 - 16
Item 8            Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure                                                 30

                                    PART III
                                    --------

Item 9            Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act                    30
Item 10           Executive Compensation                                               30
Item 11           Security Ownership of Certain Beneficial
                  Owners and Management                                                31
Item 12           Certain Relationships and Related
                  Transactions                                                         31
Item 13           Exhibits and Reports on Form 8-K                                     31

</TABLE>

                                       3
<PAGE>


                                     PART I
                                     ------
Item 1.  Description of Business.

         The information  contained in Part I, Item 1, "Description of Business"
of the issuer's Second Amended Form 10-SB is incorporated herein by reference.


Item 2.  Description of Property

         The information  contained in Part I, Item 3, "Description of Property"
of the issuer's Second Amended Form 10-SB is incorporated herein by reference.

Item 3.  Legal Proceedings

         The  information  contained in Part II, Item 2, "Legal  Proceedings" of
the issuer's Second Amended Form 10-SB is incorporated herein by reference.

Item 4.  Submission of Matters to a Vote of Securities Holders

         No matters were submitted during the fiscal year covered by this report
to a vote of security holders, through the solicitation of proxies or otherwise.


                                     PART II
                                     -------

Item 5.  Market for Common Equity and Related Stockholder Matters

Market Information

         The Company's  stock is currently  traded over the counter.  Quotations
are carried on the National  Association of Securities Dealers,  Inc.'s Bulletin
Board under the symbol "HCCA".

         The following table sets forth the range of high and low bid prices for
the  Company's  common stock for the  indicated  periods as reported by NASDAQ's
Bulletin Board research service.  Such quotations  reflect  inter-dealer  prices
without retail markup, markdown or commission, and may not necessarily represent
actual transactions:

                                       4
<PAGE>

                                          High Bid          Low Bid
                                          --------          -------

              1998
    Quarter ended December 31          $       .5    $          .0625
   Quarter ended September 30                 1.25              .0125
        Quarter ended June 30                  .055             .007
       Quarter ended March 31                  .025             .0015

              1997
    Quarter ended December 31          $       .0275    $       .001
   Quarter ended September 30                  .07              .015
        Quarter ended June 30                  .105             .021
       Quarter ended March 31                  .47              .10

              1996
    Quarter ended December 31          $       .60      $       .17
   Quarter ended September 30                 1.50              .50
        Quarter ended June 30                 2.10              .50
       Quarter ended March 31                 2.00             1.25

Holders

         The approximate  number of record holders of the Company's common stock
as of December 31, 1998, was 1,328

Dividends

         The Company has never paid cash  dividends on its common stock and does
not intend to do so in the foreseeable  future. The Company currently intends to
retain its earnings for the operation and expansion of its business.

Unregistered Securities Sold

         The  information  contained  in Part  II,  Item  4,  "Recent  Sales  of
Unregistered   Securities,   of  the  issuer's  Second  Amended  Form  10-SB  is
incorporated herein by reference.

Item 6.  Management's Discussion and Analysis
                       or Plan of Operation

         The  information  contained  in Part I, Item 2,  "Management's  Plan of
Operation",  of the issuer's Second Amended Form 10-SB is incorporated herein by
reference.

                                       5
<PAGE>

Item 7.  Financial Statements

Index to Financial Statements

                                                                      Page
                                                                       no.
                                                                     -----
Accountant's Audit Report                                               9
Financial Statements
         Balance Sheet                                               10 - 11
         Statement of Operations                                       12
         Statement of Changes in Stockholders' Equity                13 - 15
         Statement of Cash Flows                                       16
         Notes to Financial Statements                               17 - 26

Accountant's Report on Supplemental Schedules                          27
Supplemental Schedules
         Schedule A Property, Plant and Equipment                      28
         Schedule B Accumulated Depreciation of
                  Property, Plant and Equipment                        29

                                       6
<PAGE>

                                    Form 10K
                              SEC File No. 0-29006

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1997, 1996 AND 1995

                                       7
<PAGE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.



                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
ACCOUNTANT'S REPORTS
         on Financial Statements                                            9
         on Supplemental Schedules                                         27

FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                    10  - 11

         Consolidated Statements of Operations                             12

         Consolidated Statements of Changes in Stockholders' Equity      13 - 15

         Consolidated Statements of Cash Flows                             16

         Notes to the Consolidated Financial Statements                  17 - 26

         Supplemental Schedules                                          28 - 29

                                       8
<PAGE>

W.       DALE Mcghie                                  Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT                   1539 Vassar St. Reno, Nevada 89502
                                                        Tel: 702-323-7744
                                                        Fax: 702-323-8288

To the Board of Directors
Hexagon Consolidated Companies of America, Inc.

                            ACCOUNTANT'S AUDIT REPORT


I  have  audited  the  accompanying   consolidated  balance  sheets  of  Hexagon
Consolidated  Companies  of  America,  Inc.  (formerly  Health  Care  Centers of
America,  Inc.) (a development  stage company) as of December 31, 1998, 1997 and
1996,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity and cash flows for the years then ended, and from June 29,
1993 (date of  reorganization)  through  December 31, 1998.  These  consolidated
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is  to  express  an  opinion  on  these  financial  consolidated
statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes  examining on a test basis,  evidence
supporting the amounts and disclosures in the consolidated 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.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly in all material respects the financial  position of Hexagon  Consolidated
Companies  of America,  Inc. as of December  31,  1998,  1997,  and 1996 and the
results  of their  operations,  changes in  stockholders'  equity and their cash
flows for the years then ended in conformity with generally accepted  accounting
principals.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern,  as  discussed  in  Note 4 to the
financial  statement.  A majority  of the  Company's  assets  consist of mineral
inventories  and  mineral  properties  with a  carrying  value of  $269,375,000.
Recovery of the Company's  mineral  inventories is dependent upon the extraction
and recovery of mineral ore in an economical fashion The financial statements do
not include any adjustments  that might result in a negative outcome as a result
of this uncertainty.


/s/W. Dale McGhie
-----------------
W. Dale McGhie
Reno, Nevada
November  14, 1999


                                       9
<PAGE>

<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                     AS OF DECEMBER 31, 1998, 1997 AND 1997
<CAPTION>



                                     ASSETS



                                                          1998              1997            1996
                                                      ------------         ------------   ------------

<S>                                                   <C>                  <C>
CURRENT ASSETS
        Cash  (Note 1)                                $        374         $        374   $        470
        Prepaid expenses                                     --                   --             --
                                                      ------------         ------------   ------------

          Total current assets                             197,714                  374            470
                                                      ------------         ------------   ------------


PROPERTY, PLANT and EQUIPMENT (Note 1)
        Equipment held for rent                            555,185              555,185        555,185
        Equipment                                          527,867              525,418         24,935
        Furniture and fixtures                              13,951               12,307          6,249
                                                      ------------         ------------   ------------
                                                         1,097,003            1,092,910        586,369

        Less accumulated depreciation                       27,974               19,433         11,355
                                                      ------------         ------------   ------------

        Net property, plant and equipment                1,069,029            1,073,477        575,014
                                                      ------------         ------------   ------------

MINERAL INVENTORIES (Note 5)
          Purchased mineral inventory                  200,000,000          200,000,000    200,000,000
          Acquisition costs                             69,375,000           69,375,000           --
                                                      ------------         ------------   ------------

                                                       269,375,000          269,375,000   200,000,000
                                                      ------------         ------------   ------------

OTHER ASSETS
        Investment in future acquisitions (Note 3,12)         --                  --       49,016,330
        Notes receivable  (Note 6)                            --                  --          260,000
        Interest receivable                                   --                  --            6,600
        Organizational costs, net
          of amortization  (Note 1)                           --                  --           47,422
                                                      ------------         ------------   ------------

        Total other assets                                    --                  --       49,330,352
                                                      ------------         ------------   ------------

             Total assets                             $249,537,861         $270,448,947   $250,103,080
                                                      ============         ============   ============
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       10
<PAGE>


<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                     AS OF DECEMBER 31, 1998, 1997 AND 1997
<CAPTION>


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                           1998                 1997              1996
                                                      -------------        -------------    -------------

<S>                                                   <C>                  <C>              <C>
CURRENT LIABILITIES
        Accounts payable                              $      58,525        $      82,281    $      28,206
        Shareholder advance                                    --                   --              4,400
        Accrued expenses                                    179,318              130,523           74,922
        Notes payable - shareholder (Note 7)                267,373              267,373          462,809
                                                      -------------        -------------    -------------

        Total current liabilities                           505,216              480,177          570,337
                                                      -------------        -------------    -------------


STOCKHOLDERS'  EQUITY
        Common stock,  $0.001 par value;
           900,000,000 shares authorized;
           issued and outstanding: 1,385,182 shares
           885,182 shares; 510,182 shares  on
           December 31, 1998,
           1997 and 1997, respectively                        1,385                  885              510

        Convertible preferred stock, $0.001 par value;
           200,000,000 shares authorized; issued
           and outstanding: 200,000,000 shares B23
           on December 31, 1998 and 1997 respectively       199,500              200,000             --

        Paid in capital                                 320,377,131          319,884,007      263,840,731

        Retained deficit  (Note 1)                             --                   --        (13,702,162)

        Deficit accumulated during the
          development stage                             (50,638,829)         (50,116,122)        (606,336)
                                                      -------------        -------------    -------------


        Total stockholders' equity                      269,939,187          269,968,770      249,532,743
                                                      -------------        -------------    -------------


          Total liabilities and stockholders' equity   $270,444,403        $ 270,448,947    $ 250,103,080
                                                      =============        =============    =============

   The accompanying notes are an integral part of these financial statements
</TABLE>

                                       11
<PAGE>

<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
           AND THE PERIOD FROM JUNE 29, 1993 THROUGH DECEMBER 31, 1998
<CAPTION>

                                                                                                     June 29, 1993
                                                                                                       Through
                                                 December 31,        December 31,     December 31,     December 31,
                                                   1998                   1997             1996            1998
                                              ---------------    ---------------  --------------- ---------------

REVENUE                                           $    --           $      --        $      --       $      --
                                              ---------------    ---------------  --------------- ---------------

EXPENDITURES

<S>                                                  <C>                   <C>            <C>              <C>
         Depreciation and amortization                8,541                8,078          13,660          40,112
         Dues and subscriptions                        --                  1,010           4,627           9,507
         Organizational costs                          --                 47,422            --            47,422
         Professional fees                          281,183              206,689         119,545         664,230
         Postage and courier service                  1,114                5,975          16,500          26,515
         Management fee                                --                200,000            --           200,000
         Marketing and promotion                       --                    970           1,367          33,453
         Travel and entertainment                    27,200               55,391          60,894         205,894
         Telephone                                   37,819               50,698          35,761         131,530
         Other office expenses                       58,195               31,072          26,473         124,017
         Program development                           --                  4,000             750          41,710
         Rent                                        11,859                8,080           4,220          23,366
         Imputed wages                               48,000               48,000          30,000         129,171
                                               ------------         ------------    ------------    ------------

         Total expenses from operations             473,911              667,385         313,797       1,679,938
                                               ------------         ------------    ------------    ------------

OTHER INCOME (EXPENSES)

         Interest income                               --                   --             8,822          12,036
         Bad debt expense                              --               (266,600)           --          (266,600)
         Interest expense                           (48,796)             (55,601)        (69,447)       (184,127)
                                               ------------         ------------    ------------    ------------

         Total other income (expense)               (48,796)            (322,201)        (60,625)       (438,691)
                                               ------------         ------------    ------------    ------------

         Net loss before
                Federal income taxes               (522,707)            (989,586)       (374,422)     (1,118,629)
                                               ------------                         ------------    ------------

         Federal income taxes (Note 1)                 --                   --              --              --
                                               ------------         ------------    ------------    ------------

         Net loss before
               extraordinary item                  (522,707)            (989,586)       (374,422)     (2,118,629)
                                               ------------                         ------------    ------------

EXTRAORDINARY ITEM
         Impairment of investments (Note 5)            --           48,520,200            --          48,520,200
                                               ------------         ------------    ------------    ------------

         Total extraordinary item                      --             48,520,200            --        48,520,200
                                               ------------         ------------    ------------    ------------

         Net loss                              $   (522,707)        $(49,509,786)   $   (374,422)   $(50,638,829)
                                               ============         ============    ============    ============

         Net loss per share before
           extraordinary item (Note 1)         $    (1.5174)        $    (1.1589)   $    (0.8137)
                                                ============        ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       12
<PAGE>





<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FROM JUNE 29, 1993 THROUGH DECEMBER 31, 1998

<CAPTION>

                                                                                                                         Deficit
                                                                                                                        Accumulated
                                                                                                                         during the
                                                     Common Stock      Preferred Stock     Additional      Retained     Development
                                                 Stock      Amount    Stock     Amount   paid in capital   Deficit         Stage
                                                 -----      ------    -----     ------   ---------------    -------         -----

<S>                                              <C>        <C>       <C>        <C>     <C>                <C>            <C>

   Balance at June 29, 1993                  12,038,500 $ 240,770      -           $-    $ 13,461,391   $ (13,702,162)     $  -

   January 4, 1994,  reverse stock split
       one share of new stock
       for three shares
       of old stock and change
       par value from
       $.02 to $.001                         (8,025,667) (236,757)                            236,757

   June 30, 1998, reverse
       stock split - one
       share of new stock
       for 1,000 shares of
       old stock                             (4,008,820)   (4,009)                              4,009

   Issuance of fractional shares                    446

   On June 29, 1993, Issued
       Common stock to current
       shareholders for loss
       of prior stock                               600         -

   Issued shares of common stock to
       Masterhouse Ltd. (a related party)
       for 3500 master recording value
     unknown                                      1,500         2                                  (2)

   Net loss through December 31, 1993                                                                                      (819)
                                             -------------------------------------------------------------------------------------

   Balance December 31, 1993                      6,559         6      -            -      13,702,155     (13,702,162)     (819)

   In January and May 1994, Issued
      common stock for services valued
      at par                                     31,960        32                              31,928

   In May 1994, record retroactive adjustment
      in connection with the acquisition of
      ElfWorks, Ltd., pooling of interest        40,000        40                              39,960
      (Note 2)

   In May 1994, Issued common stock, held in
      trust capacity,  valued at estimatd
      cost of learning center (Note 2)              400         -                              50,000

   In May 1994, Issued common stock for
      a mining company, valued at current
      replacement cost of equipment              12,000        12                              86,118
      (see Note 2)

</TABLE>
   ...continued

    The accompanying notes are an integral part of these financial statements

                                       13
<PAGE>

<TABLE>


                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FROM JUNE 29, 1993 THROUGH DECEMBER 31, 1998

<CAPTION>

                                                                                                                          Deficit
                                                                                                                        Accumulated
                                                                                                                         during the
                                                     Common Stock      Preferred Stock     Additional      Retained     Development
                                                 Stock      Amount    Stock     Amount   paid in capital   Deficit         Stage
                                                 -----      ------    -----     ------   ---------------    -------         -----

<S>                                              <C>        <C>       <C>        <C>     <C>                <C>            <C>

   In July and September 1994, Issued common
       stock,  held in trust capacity,  in
      exchange for real estate valued
      atfair market value                        94,921      $ 95      -          $ -    $ 22,942,267         $    -        $    -

   In September 1994, Issued shares for a
      mining co., valued replacement cost
      of equipment, (Note 2)                     20,000        20                             409,980

   Capital contributed by shareholders                -         -                             126,768

   Net loss through December 31, 1994                                                                                      (135,695)
                                             ---------------------------------------------------------------------------------------

   Balance December 31, 1994                    205,840       205      -              -    37,389,176     (13,702,162)     (136,514)

   In February 1995, Issued common stock
   for services, recorded at par value            5,000         5                               4,995

   In February and August 1995, Issued
      common stock, held in
      trust capacity,  in
      exchange for real estate valued at
      fair market value                          95,000        95                          22,961,276

   In August 1995, Issued common stock in
       for a music Co. valued at a discounted
       stock price                                4,000         4                           2,499,996

   In  August 1995,  Issued  common stock
       for  inventory of precious  metal ore,
       valued at a discounted stock price
       (Note 5)                                 100,000       100                         199,999,900

   In September 1995, Issued common stock
      in exchange for services  performed in
      conjunction with the real estate
      transactions, valued at fair market value     275         1                              66,466

   Capital contributed by shareholders                -         -                              45,575

   Net loss through December 31, 1995                                                                                       (95,400)
                                             ---------------------------------------------------------------------------

   Balance December 31, 1995                    410,115       410      -            -     262,967,384    (13,702,162)      (231,914)
</TABLE>

   ...continued

    The accompanying notes are an integral part of these financial statements


                                       14
<PAGE>

<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FROM JUNE 29, 1993 THROUGH DECEMBER 31, 1998

<CAPTION>

                                                                                                                          Deficit
                                                                                                                        Accumulated
                                                                                                                         during the
                                                     Common Stock      Preferred Stock     Additional      Retained     Development
                                                 Stock      Amount    Stock     Amount   paid in capital   Deficit         Stage
                                                 -----      ------    -----     ------   ---------------    -------         -----

<S>                                              <C>        <C>       <C>        <C>     <C>             <C>            <C>

In     June 1996,  Issued common stock for
       a mining  interest,  transaction  not
       consummated, stock to be recovered,
       valued at zero (Note 9)                   98,000      $ 98          -        $  -          (98)    $         -          $  -

   In June 1996, Issued common stock
        in exchange for equipment (Note 1)        2,067         2                             555,183

   Imputed value of services provided by
      Officers and/or Directors (Note 10)             -         -                              34,970

   Capital contributed by shareholders                -         -                             283,292

   Net loss through December 31, 1996                                                                                      (374,422)
                                             ---------------------------------------------------------------------------------------

   Balance December 31, 1996                    510,182       510            -         -  263,840,731     (13,702,162)     (606,336)

   InFebruary  1997,  Issued  shares of
     common  stock in
     exchange  for a Mining
     Interest valued at a discounted
     stock price (Note 2)                       375,000       375            -         -   69,374,625

   Quasi-reorganization, 1997 (Note 1)                                                    (13,702,162)     13,702,162

In October 1997, authorized and
     issued convertible preferred stock
     for services and expenses, valued
     at par (Note 1)                                               200,000,000   200,000

   Imputed value of services provided by
     Officers and/or Directors (Note 13)              -         -                              51,960

   Capital contributed by shareholders                -         -                             318,853

   Net loss through December 31, 1997                                                                                   (49,509,786)
                                             --------------------------------------------------------------------------------------

   Balance December 31,1997                     885,182     $ 885  200,000,000 $ 200,000 $319,884,007             $ -  $(50,116,122)
   In October 1998, converted preferred
     stock to common stock                      500,000       500     (500,000)     (500)

   Imputed value of services provided by
     Officers and/or Directors (Note 13)              -         -                              52,080

   Capital contributed by shareholders                -         -                             441,044

   Net loss through December 31, 1998                                                                                      (522,707)
                                             --------------------------------------------------------------------------------------

   Balance at December 31, 1998               1,385,182   $ 1,385  199,500,000 $ 199,500 $320,377,131            $ -  $ (50,638,829)
                                              =========   =======  =========== ========= ============       ========= =============


</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       15
<PAGE>


<TABLE>

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                AND FROM JUNE 29, 1993 THROUGH DECEMBER 31, 1998
<CAPTION>

                                                                                                           June 29, 1993
                                                                                                              Through
                                                         December 31,     December 31,     December 31,       December
                                                            1998              1997             1996           31, 1998
                                                       ---------------- ----------------- --------------- -----------------
<S>                                                         <C>            <C>                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                           $ (522,707)    $ (49,509,786)     $ (374,422)    $ (50,638,829)
         Adjustments to reconcile net loss
            to net cash used by operating activities:
             Depreciation and amortization                       8,541             8,078          13,660            40,112
             Services paid in stock                                  -                 -               -            36,960
             Imputed value of services provided by                                                                       -
                Officers and Directors (Note 13)                52,080            51,960          34,970           139,010
             Impairment of investments (Note 3)                      -        48,520,200               -        48,520,200
             Preferred stock issued for services                     -           200,000               -           200,000
             Organizational costs                                    -            47,422               -            27,862

         Net (Increase) Decrease in:
             Prepaid expenses                                        -             1,500          (1,500)                -
             Notes receivable                                        -           260,000               -                 -
             Interest receivable                                     -             6,600          (4,950)                -
             Deposits                                                -                 -         191,564                 -

         Net Increase (Decrease) in:
             Accounts payable                                  (23,756)           54,075          (3,254)           58,524
             Accrued expenses                                   48,795            55,601          69,448           179,318
                                                       ---------------- ----------------- --------------- -----------------

Net Cash Used by Operating Activities                         (437,047)         (304,350)        (74,484)       (1,436,843)
                                                       ---------------- ----------------- --------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of furniture and fixtures                     (1,644)           (6,058)         (4,570)          (13,951)
         Purchase of equipment                                  (2,449)           (4,353)         (8,889)          (31,737)
                                                       ---------------- ----------------- --------------- -----------------

Net Cash Used by Investing Activities                           (4,093)          (10,411)        (13,459)          (45,688)
                                                       ---------------- ----------------- --------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Capital contributed by shareholders                   441,044           318,853         283,292         1,215,531
         Payment on shareholder loan                                 -          (195,436)              -          (195,436)
         Borrowings (Note 7)                                         -            (4,400)              -           462,810
                                                       ---------------- ----------------- --------------- -----------------

Net Cash Provided by Financing Activities                      441,044           119,017         283,292         1,482,905
                                                       ---------------- ----------------- --------------- -----------------

Net Increase  (Decrease) in Cash                                   (96)         (195,744)        195,349               374
                                                                                                                         -
Cash at the beginning of period                                    470           196,214             865                 -
                                                       ---------------- ----------------- --------------- -----------------

Cash at the end of period                                        $ 374             $ 470       $ 196,214             $ 374
                                                       ================ ================= =============== =================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       16
<PAGE>

                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION:
Hexagon   Consolidated   Companies  of  America,   Inc.  a  Nevada   Corporation
headquartered  in  Reno,  Nevada  was  incorporated   under  the  name  Carleton
Enterprises, Ltd. On November 13, 1984 the Company changed its name to SCN, Ltd.
On December 15, 1986, an involuntary petition for reorganization,  under Chapter
11 of the U.S.  Bankruptcy  Code,  was filed against SCN, Ltd. In December 1988,
the  Company  became  debtor  in  possession  of its  assets  under a  voluntary
proceeding.  The Company was dormant until  September 31, 1993 at which time the
bankruptcy was ordered  dismissed.  On November 19, 1993 the Company changed its
name to Health  Care  Centers of  America,  Inc.  (HCCA).  On July 7, 1999,  the
Company changed its name to Hexagon Consolidated  Companies of America, Inc. The
Company is a development  stage enterprise as defined by FASB No. 7. "Accounting
and Reporting by Development Stage Enterprises".

On June 30, 1998,  the Company  authorized a reverse stock split.  One new share
was issued for 1,000 old shares.  The par value  remained  the same at $.001 per
share.  These  financial  statements have been  retroactively  restated for this
change in capital stock.

In January,  1997, the Company voted to eliminate the previous  retained deficit
through a quasi-reorganization.  This resulted in the elimination of the deficit
in retained earnings of $13,702,162. It had no effect on assets or liabilities.

On  October 2, 1997,  the  Company  authorized  and  issued  200,000,000  of the
Company's preferred stock for services and expenditures valued at $200,000.

NATURE OF BUSINESS:
Currently the Company is focused on the development, management and exploitation
of three  primary  industry  segments.  The first is the  development  of mining
interests and  exploitation  of existing  inventories  of ore  concentrate.  The
second  is the  management  and  development  of a wide  range  of  real  estate
interests.  The third is to  continue  its  previous  entertainment  activity of
marketing master recordings and recording new master recordings.

PRINCIPLES OF CONSOLIDATION:
The consolidated  financial  statements include the accounts of its wholly owned
subsidiaries,  MedAway International, Inc., Music Alley, Inc. and Peeples Mining
Company, Inc. All significant inter-company transactions have been eliminated.

MINERAL PROPERTIES;
Acquisition costs of mineral properties, rights and options together with direct
exploration and development expenditures thereon are deferred in the accounts to
be written off when production is attained or disposition occurs.

Such  expenditures  are  accumulated and amortized using the units of production
method based upon the estimated  proven mineral  reserves in each cost center as
determined by independent  assayers,  or charged to income if any cost center is
determined to be unsuccessful.

If  results  from  exploration   warrant  the  abandonment  of  certain  mineral
properties included in a group and retention of the remainder,  all acquisition,
exploration and development expenditures relating to the entire group are deemed
to  represent  those  expenditures   relating  to  the  mineral  properties  and
consequently,  no  adjustment  is made in the  accounts  in  respect  of mineral
properties abandoned.

                                       17
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

Administrative expenditures are charged to income in the year they are incurred.

ORGANIZATIONAL COSTS:
The Company has adopted  Statement  of Position  (SOP) 98-5,  "Reporting  on the
Costs of Start-Up  Activities" issued in April 1998 by the Accounting  Standards
Executive  Committee of the American Institute of Certified Public  Accountants.
Pursuant to SOP 98-5,  organizational  costs are expenses as incurred instead of
being capitalized and amortized.

FINANCIAL INSTRUMENTS:
At December  31,  1998,  1997 and 1996,  the fair value of the  Company's  notes
payable and note  receivable are evaluated each year to determine if their value
has been impaired (note 6 and 7).

PROPERTY, PLANT AND EQUIPMENT:
Equipment and furniture are stated at cost.  Depreciation  is computed using the
straight-line method over a period of five to ten years.

Equipment  also  included 24 Medaway-1  infectious  waste  treatment  units,  an
on-site  machine to process  medical  waste.  The Company plans to sell or lease
these  machines to hospitals.  The machines were  purchased June 1996 through an
exchange of 2,067 shares  (after given effect to reverse  split (see Note 1)) of
the Company's  common stock.  The transaction was valued at the seller's cost of
$555,185 or $23,133 per unit. This equipment is not being depreciated because it
has not yet been placed in service.

CASH AND CASH EQUIVALENTS:
The company considers all short-term deposits with a maturity of three months or
less to be cash equivalent.

FEDERAL INCOME TAX:
Due to an operating loss, since reorganization and since consolidation, there is
no provision for federal income tax.

USE OF ESTIMATES:
The  preparation  of financial  statements in conformity  with general  accepted
accounting principals requires management to make estimates and assumptions that
affects certain reported amounts and  disclosures.  Accordingly,  actual results
could differ from these estimates.

LOSS PER COMMON SHARE:
Weighted  average  shares   outstanding  used  in  the  loss  per  common  share
calculation were 1,010,183 for December 31, 1998; 853,932 for December 31, 1977;
460,149 for December 31, 1996.

NOTE 2 - ACQUISITIONS
1.   On June 26, 1996 the Company  issued  40,000  shares (after given effect to
     reverse  split (see Note 1)) of its common stock in exchange for all of the
     outstanding  common stock of ElfWorks,  Ltd. The business  combination  has
     been accounted for as a pooling of interest and, accordingly, the Company's
     consolidated  financial  statements have been given  retroactive  effect to
     include the accounts and operations of ElfWorks, Ltd. for all periods prior
     to the acquisition.  ElfWorks, Ltd. had not commenced operations and had no
     activity  since  inception,  except for  organizational  costs of  $40,000.
     Therefore,  the combined corporations will show no effect on the profit and
     loss from ElfWorks Ltd. operations.

     This  combination  was  accounted  for  as  a  pooling  of  interest  after
     satisfying the twelve criteria referenced under APB 16, as follows: 1) each
     company is autonomous,  2) each company is independent,  3) the combination
     was  effected in a single  transaction,  4) common stock was issued for all
     the common stock of ElfWorks,  Ltd., 5) the equity interest of common stock
     of each company was  unchanged,  6) the  combining  companies  reacquired a
     nominal number of shares, 7) the ratio interest of individual  stockholders

                                       18
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

     was unchanged,  8) voting rights are  exercisable,  9) the  combination was
     resolved at the  consummation  date of June 26, 1996,  10)  ElfWorks,  Ltd.
     agreed not to retire common stock to effect the  combination,  11) there is
     no intent to dispose of a significant part of the assets of ElfWorks, Ltd.,
     and 12) no financial  arrangements have been made for the benefit of former
     stockholders.

     Advertising credits (trade due bills) were acquired through the acquisition
     of ElfWorks,  Ltd. Such credits are recorded at the  predecessor's  cost of
     zero.  With  reference  to Staff  Accounting  Bulletin  No.  48  Topic  5-G
     (9/27/82), when a company acquires assets from shareholders in exchange for
     stock prior to registration of a the company,  such asset should  generally
     be recorded at the cost to the shareholder.  The credits are an irrevocable
     promise  (trade due bill) to provide  the holder with  network  programming
     time and commercial advertising time. According to AIN's current rate card,
     the Company could  broadcast a 1/2 hour program 5 days a week at prime time
     for  more  than  4  years,   throughout  the  networks  161  stations.  The
     certificates are transferable and negotiable.

2.   The Company's recent  registration of their common stock under the Exchange
     Act has been declared  effective on February 4, 1997.  Consummation  of the
     following stock exchange agreements have been declared effective:

o    Effective  February  4, 1997,  the  Company  consummated  the  purchase  of
     Nashville   Music   Consultants,   Inc.   (NMC)  a  Tennessee   Corporation
     headquarters  in Nashville.  On April 21, 1995, the Company  entered into a
     stock exchange  agreement with NMC whereby 4,000 shares (after given effect
     to reverse  split (see Note 1)) of the  Company's  common  stock  valued by
     using  the  stock  price on the date of the  agreement  discounted  50% for
     restricted  stock issued,  was exchanged for all the issued and outstanding
     shares of NMC. The subject matter of the stock exchange  agreement with NMC
     concerned only the music publishing operation of NMC. On September 1, 1998,
     NMC (now  Nashville  Music  Group  (NMG)) and the Company  entered  into an
     amendment to the stock exchange agreement,  which was effective as of April
     21, 1995.  The reason for the  amendment  was to conform  operations to the
     intent of the initial stock exchange.  NMC had expanded its operations into
     areas beyond music publishing. As a result of the amendment, the publishing
     division of NMC, Music Alley,  Inc., was transferred to the Company.  Since
     the  amendment  to the  agreement,  HCCA  received  various  rights  to the
     publishing  operation.  Since  receiving  these  rights,  there has been no
     activity and Music Alley,  Inc. has been dormant.  The remaining  value has
     been  reserved as  impairment  of assets (see Note 3). The  uncertainty  of
     obtaining this  information is so great, it is felt that the value may have
     been impaired to an unknown extent.  Therefore,  it has been fully reserved
     against until such time that the appropriate information is obtained.

o    Effective  February 4, 1997, the Company  consummated the purchase of F & H
     Mining, Inc. (F&H), an international business corporation, and Peeples

                                       19
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

     Mining  L.L.C.   (Peeples  LLC),  an  Arizona  limited  liability  company,
     accounted  for as a  purchase.  Both F& H and  Peeples  LLC  are  primarily
     engaged in the mining of  precious  metals.  On March 25 1994,  the Company
     entered into a stock  exchange  agreement  with F&H,  whereby 12,000 shares
     (after given effect to reverse split (see Note 1)) of the Company's  common
     stock was exchanged for all the issued and outstanding shares of F&H valued
     current  replacement  cost of equipment  purchased of $86,130.  On June 18,
     1994, the Company entered into a stock exchange agreement with Peeples LLC,
     whereby 20,000 shares (after given effect to reverse split (see Note 1)) of
     the Company's common stock was exchanged for all the issued and outstanding
     shares of  Peeples  LLC also  valued  at  current  replacement  cost of the
     equipment  purchased of $410,000.  Both  companies  were dormant and had no
     operations for several years.

o    On February 4, 1997, the Company formed  Peeples Mining  Company,  a Nevada
     Corporation,  and a wholly owned  subsidiary of the Company.  The assets of
     Peeples  LLC and F&H  were  consolidated  into  the new  corporation.  As a
     result, Peeples Mining Company now has mining operations in Arizona, Nevada
     and California.  The Arizona  operation  includes a mineral lease on 377.11
     acres.  The Nevada property  includes 7 claims on 140 acres. The production
     facility and lab equipment  owned by Peeples Mining Company  located at the
     Arizona mill site operation. Assay reports obtained by professionals in the
     industry  indicate the expected  value of these reserves to be in excess of
     the  stock  value  on the date of these  agreements  discounted  by 50% for
     restriction.

o    On February 6, 1997,  375,000  shares  (after given effect to reverse split
     (see Note 1)) of common stock was issued to Zarzion, Ltd., for the purchase
     of 17 mining  claims  covering a 340-acre  site in San  Bernardino  County,
     California.  The shares were valued at $69,375,000,  the stock price on the
     date of the  agreement  discounted  by 50% for  restriction.  Assay reports
     obtained by an independent registered assayer indicate a value in excess of
     this value. There has been no activity on this property for several years.

3. The following stock exchange agreements have not yet consummated:

o    In March,  1994, the Company  entered into a stock exchange  agreement with
     Mr. William Jackson,  thereafter  amended,  whereby 400 shares (after given
     effect to reverse  split (see Note 1)) of the  Company's  common  stock was
     exchanged for the future  operations of a learning center in Reno,  Nevada.
     The stock was valued at $50,000,  the estimated cost to commence operations
     for the Reno  facility.  Consummation  of the  transaction  is dependent on
     completion  of the  learning  center,  which is unknown  at this time.  The
     Company has directed its stock  transfer  agent to issue a "stop  transfer"
     order  regarding  the stock  previously  transferred  with  respect to this
     transaction.  Therefore,  this  acquisition  has been deemed to be impaired
     (see Note 3).

o    The company has entered into two stock exchange  agreements to acquire real
     estate from The Rainbow Group and The Senior Group.  The subject  matter of
     these  agreements is currently in litigation in the Circuit  Courts of Cook
     and DuPage  Counties,  Illinois and the Federal  District  Court for Middle
     Tennessee,  Nashville,  Tennessee.  The Company has  directed  its transfer
     agent to issue a "stop transfer"  order  concerning all stock that had been
     issued in exchange for the real estate.  Also, it is the Company's position
     that all such stock is being held by the recipient in a trust  capacity for
     the benefit of both parties. Due to this litigation,  the Company is unable
     to obtain necessary and required financial information.  The uncertainty of
     obtaining this  information is so great, it is felt that the value may have
     been impaired to an unknown extent.  Therefore,  it has been fully reserved
     against until such time that the  appropriate  information is obtained (see
     Note 3). Furthermore,  the final determination of the consummation of these
     transactions shall be determined by the above referenced courts.

     As a good faith  measure,  the Company issued stock upon the signing of the
     various stock exchange agreements.  In the event that any of the agreements
     are not ultimately consummated,  the Company shall pursue the return of the
     stock issued or the fair market value of such stock.


                                       20
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

NOTE 3 - CONTRACTS FOR ACQUISITION
The Company has  identified  and entered  into stock  exchange  agreements  with
entities in the mining,  real estate,  entertainment  and education  industries.
These  agreements  provided that the other party to the agreement would have the
right to annul or void the agreement if a registration statement registering the
Company's  common stock under the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act"), is not declared  effective  within a specified  period of
time. This right has lapsed inasmuch as the Company's recent registration of its
common stock under the Exchange Act was declared effective on February 4, `1997.
All of such contracts  became  effective as of that date,  with the exception of
the Company's  contracts of the  acquisition  of the real estate,  which are the
subject  of  litigation  and have  not  been  consummated.  The  uncertainty  of
obtaining the required  financial  information  and of the  consummation  of the
transactions,  it is felt that the value may have been  impaired  to an  unknown
extent.  Therefore,  it has been fully reserved against until such time that the
transactions are consummated.


As shown below, the criteria used to value the stock exchange  transactions vary
by  agreement.  For the purposes of these  financial  statements,  the value was
calculated  using the lower of the following:  1) the market value  estimated by
cash flow/income,  if available, or 2) the value of the stock on the date of the
agreement discounted 50% for restriction.  The calculated value of each probable
exchange  agreement  was  booked to  Investment  in Future  Acquisition  (Asset)
resulting  in a total value  recorded of  $49,016,330  at December 31, 1996 (see
below). Exchange agreements entered into but now determined to be "not probable"
have been reserved against in the financial  statements until further negotiated
and consummated. Such contracts included abandoned contracts for the acquisition
of health care  practices and an  adjustment of shares for the learning  centers
and assets deemed to have been impaired (see Note 2).

<TABLE>
<CAPTION>

Stock exchanged for the specific assets have been valued as follows:

                                                                                Value
Description of Assets to be acquired by the Company                            Assigned  Ref.
---------------------------------------------------                            --------  ----

<S>                                                                         <C>           <C>
o   A future learning center to be located in Reno, Nevada                  $    50,000   (a)
o   A mining interest in 7 claims on 140 acres, located in Nevada                86,130   (b)
o   A mineral lease on 377.11 acres, located in Arizona                         410,000   (b)
o   The acquisition of Nashville Music Co., located in Nashville, TN          2,500,000   (c)
o   26 town homes plus surrounding amenities                                  3,863,130   (d)
o   Office Building, restaurant/banquet facility and vacant land              6,669,930   (d)
o   A motel located in Northbrook, Illinois, with 38 luxury suites            2,700,000   (e)
o   A country club located in the Village of Lakemore, Illinois                 359,758   (f)
o   An interest in a golf course and country club in Naperville, Illinois     2,684,779   (d)
o   A water and utility service located in Oakbrook Terrace, IL                 408,000   (f)
o   A restaurant site located in Shiller Park, Illinois                         620,789   (f)
o   An interest in a shopping center in Palatine, Illinois                    6,689,596   (f)
o   An interest in two leases and land located Shiller Park, IL               1,207,207   (g)
o   12-acre commercial parcel located in Dania, Florida                       1,618,103   (f)
o   An interest in a Yacht located in Ft. Lauderdale, Florida                   688,608   (h)
o   A Large land development in Gallatin, TN referred to as "Foxland"        16,000,000   (i)
o   24 acres of residential vacant land near Bellevue, Tennessee                800,400   (j)
o   56-acre parcel located on Dickerson Road in Nashville, TN                 1,659,900   (d)
                                                                           ------------

Total value for Stock Exchanged and held in Trust Capacity
           December 31, 1996                                                 49,016,330

            Less: Impairment of investments (Note 2)                       (48,520,200)
                     Capitalization of mining equipment (Note 2)              (496,130)
                                                                           ------------

             Value at September 30, 1997                                   $          0
                                                                           ============
</TABLE>

                                       21
<PAGE>

                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

The above investments,  excluding the mining interests,  are under litigation to
determine legal ownership.

Ref:

(a)-  Valued at the estimated cost to commence operations for the Reno facility.
(b)-  Valued at replacement cost of equipment purchased.
(c)- Value  determined  by using  the stock  price on the date of the  agreement
     discounted  50%  for  restriction,   and  compared  to  a  valuation  model
     projecting earnings for the company.
(d)- Value based on tax assessors current Fair Cash Value.
(e)- Valued  at  market  value   determined  by   independent   appraisers   and
     consultants.
(f)- Value obtained from financial statement schedules  indicating cost basis of
     property.
(g)- Value determined by calculating the annual lease income times approximately
     6 years.
(h)- Value  calculated  based on the estimated  annual net income  discounted at
     10%.
(i)- Value based on a current contract offer price.
(j)- Valued at the current  market  value of a lot  recently  sold  adjacent the
     property.


As a good faith measure, stock was issued upon signing the agreements. It is the
Company's position that the stock certificates issued in transactions which have
yet to be  consummated  are being held by the recipient in a trust  capacity for
the benefit of both parties, and will be forfeited and canceled if the agreement
is  annulled  or void.  The  Company  has no  control  over any of the  entities
included in these  potential  acquisitions  and will not have any control  until
such time as the acquisition is complete.

NOTE 4 - GOING CONCERN
As discussed in Note 1, the company has been in the development stage since June
29, 1993. A major portion of its assets includes mineral  inventories  valued at
$200,000,000  and mining claims  located in San  Bernardino  County,  California
valued  at  $69,375,000.  Realization  of a major  portion  of these  assets  is
dependent  upon the  Company's  ability to  successfully  liquidate  the mineral
inventory.  The financial  statements do not include any adjustments  that might
result from the outcome of this  uncertainty.  These factors raise concern about
the  Company's  ability  to  continue  as a going  concern.  It is  management's
intention to raise additional capital through a) leasing of the MedAway machines
(Note 1), b) sale of some or all of the ore inventory  (Note 5), c) sale of some
of the  advertising  trade  credits  (Note  2),  and d) a private  placement  of
securities.

NOTE 5 - MINERAL INVENTORIES:
Mineral properties include:
a)   An inventory  of  concentrated  precious  metals ore located on land leased
     from the State of Arizona  through  the year  2003.  Recent  assay  reports
     commissioned  by the Company  indicate  there is a combination  of precious
     metals,  rare earth and common elements.  These concentrates were purchased
     in exchange for 100,000  shares  (after given effect to reverse  split (see
     Note  1))  of  the  Company's  common  stock.  Such  stock  was  valued  at
     $200,000,000,  based  on the  stock  price  on the  date  of the  agreement
     discounted by 50% due to  restrictions  on  transferability,  applicable to
     such stock.  A subsequent  independent  valuation  indicated a  fair-market
     value in excess of the recorded amount.
b)   The San Bernardino  County,  California site consists of the purchase of 17
     mining  claims  covering a 340-acre  site.  These claims were  purchased in
     exchange for 375,000  (after given effect to reverse  stock split (see Note
     1)) of the Company's  common stock.  The shares were valued at $69,375,000,
     the  stock  price  on the  date  of the  agreement  discounted  by 50%  for
     restriction.  Assay reports  obtained by an independent  assayer indicate a
     value in excess of this value.  There has been no activity on this property
     for several years.

c)   On April 30, 1998, the Company entered into a joint venture  agreement with
     Hidden  Splendor  Smelting  Company  (HSS)  to  share  in the  profits  for
     processing mineral inventories.  HSS will be granted the exclusive right to
     earn an undivided 20% interest in the net revenues  received as a result of
     the sale of processed  inventory.  HSS shall provide proper permits for the
     processing, equipment, laboratory facilities and structures for the initial
     period of the  processing  operations.  The term of the  agreement is eight
     years from the effective date of the agreement.

                                       22
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>


NOTE 6 - NOTES RECEIVABLE:
                                                                                               September  30,        December 31,
                                                                                                    1997                  1996
                                                                                               --------------        ------------

<S>                                                                                         <C>                         <C>

A note from INMOB (a  Mexican  corporation)  dated  November  6,  1995,  payable
November  5,  1996,  with no  interest.  This was  advanced  for the  purpose of
evaluating a project in Mexico,  and, if consummated,  entitles the Company to a
66-2/3%  interest in the project,  as it is management's  intent is to converted
their interest into the investment. This interest is for
assisting the joint venture in obtaining all financing arrangements.                        $          0                $215,000

A note from M. Philip and T. Carnes dated August 25, 1995,  payable  August 25,
1996 with interest at 11% per annum,
secured by an assignment of interest in an unrelated law suit.                                         0                  45,000
                                                                                               --------------        -------------

                                            Total Notes Receivable                          $          0                $260,000
                                                                                               ==============        =============

Both notes are delinquent as of the date of this report. Management is unsure of
whether these notes are collectable.  Therefore,  they have been reversed out of
the financial statements until such time that the sums owed are collected.

NOTE 7 - NOTES PAYABLE:
                                                                                               September 30,         December 31,
                                                                                                    1997                1996
                                                                                               -------------         ------------


A note payable to R.K.  Company,  dated November 17, 1995,  payable  $43,367 per
month with interest at 10% per annum through May 17,1996,
18% thereafter, unsecured .                                                                     $ 52,373                $247,809


A note payable to R. K. Company, dated November 17,1995,
payable $37,624 per month with interest at 10% per annum
through May 17 1996, 18% thereafter, unsecured.                                                  215,000                 215,000
                                                                                              --------------         ------------

                                            Total Notes Payable                                 $267,373                $462,809
                                                                                              =============          ============
</TABLE>


In March  1997,  a payment  of  $195,436  was made on the note  payable  to R.K.
Company.  Both notes are  delinquent  and there has been a demand for payment on
both  notes.  A final  determination  of the  enforceability  of these  notes is
subject to the outcome of the litigation reported above (see Note 2). Should the
courts determine that these notes are not  enforceable,  the Company will pursue
recovery of the $195,436 payment made in March 1997.




NOTE 8 - INCOME TAXES:
At December  31, 1993 the Company  had a net  operating  loss carry  forward for
federal income tax purposes which will be limited because of change in ownership
since  1993.  Post 1993 net  operating  losses  carry  forward of  approximately
$500,000 is available to provide future tax benefits:

                                       23
<PAGE>

                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

         Expiration Date                             Operating Losses
         ---------------                             ----------------
                   2008                                          $800
                   2009                                       101,000
                   2010                                        90,000
                   2011                                       308,200

NOTE 9 - CAPITAL STOCK:
On December  28, 1993 the Company  amended its  articles of  incorporation's  to
increase the authorized  capitalization  from 80,000,000  shares common stock to
900,000,000  shares  of  common  stock and  200,000,000  shares  of  convertible
preferred  stock and  changed  the par value of its common  stock from $0.02 per
share to $0.001 per share. In January 1994, the Company declared a one for three
reverse stock split.  In June 1998, the Company  declared a one for one thousand
reverse stock split.

NOTE 10 - CONTINGENCIES:
The  Company is  subject  to  disputes,  various  claims  and legal  proceedings
primarily  relating to its  contracts  to acquire  real estate and on account of
various transactions affiliated with the owner of the real estate.  Consummation
of the agreements  have not yet occurred,  and such contracts are the subject of
litigation,  the outcome of which cannot  presently be predicted to be favorable
or unfavorable to the Company.  Should the outcome of the real estate litigation
be unfavorable to the Company,  the outstanding shares will be recovered and the
remaining unrecoverable shares will be pursued.

In 1996, the Company  entered into a contract for the acquisition of an interest
in a mining  operation,  but the  transaction was not  consummated.  The Company
issued  98,000 shares (after given effect to reverse split (see Note 1)) for the
interest in the mining  operation.  The Company is attempting to reacquire those
shares,  but, at this time,  management is unable to determine if collectability
is probable.

Stock  options for an aggregate of 50,000  shares (after given effect to reverse
split  (see Note 1)) were  issued to The  Rainbow  Group  and The  Senior  Group
(25,000  each).  Such options must be exercised  within 10 years from the option
grant date of June 28, 1994. The first 25,000 shares are reserved at an exercise
price of $1,000 per share. The next 25,000 may be exercised at a price per share
equal to the last trading price at the close of business for the day immediately
preceding the day on which the option is exercised. In no event can the price be
less  than  110% of the  trading  price on June 28,  1994.  The  holder of these
options is the same individual who holds the 98,000 shares discussed above.

NOTE 11 - FINANCIAL INFORMATION FOR BUSINESSES ACQUIRED OR TO BE ACQUIRED

     Effective  February 4, 1997,  F&H Mining  Company,  Inc.  (F&H) and Peeples
     Mining,  L.L.C.  (Peeples  LLC) were  acquired by the  Company  through the
     exchange for common stock of the Company. These acquisitions were accounted
     for under the purchase method.

     Effective  February 4, 1997,  Nashville Music  Consultants,  Inc. (NMC) was
     acquired  by the  Company  through  the  exchange  for common  stock of the
     Company. On August 20, 1998, the Company entered into an Amendment To Stock
     Exchange  Agreement,  which  related  back to the same date as the original
     stock exchange  agreement.  The original stock exchange  agreement provided
     for the  acquisition  of only the music  publishing  operations of NMC. NMC
     (now known as Nashville  Music Group,  Inc. (NMG) has failed to provide the
     mCo usic  publishing.  The uncertaintly of obtaining this information is so
     great,  it is felt that the value may have  impaired to an unknown  extent.
     Therefore,  it  has  been  fully  reserved  against  until  such  time  the
     appropriate information is obtained.

o    The combined  assets of F&H and Peeples LLC were $496,130 as of February 4,
     1997. There have been no operations in either company for several years.

                                       24
<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

o    The company has entered into two agreements to acquire  certain real estate
     from Rainbow Group and Senior Group. Consummation of the agreements has not
     yet  occurred,  and contracts  are the subject of  litigation,  the outcome
     cannot  presently  be  predicted.  Financial  statements  and/or  pro forma
     information  will be  furnished  after  the  level  of  probability  can be
     determined or consummation of the  acquisition(s)  occurs,  whichever comes
     first.

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash  services and  acquisitions  are listed below,  including  common stock
where applicable. Stated at value prior to reverse stock split.

     Date        Exchanged for:              No. of Shares  Value Assigned
    ------       --------------              -------------  -------------
1    1/94        Services                     31,960,000   $     31,960
2    5/94        A Future Learning Center        400,000         50,000
3    5/94        Mining Interest              12,000,000         86,130
4    7/94        Real Estate Properties       54,572,361     13,190,066
5    9/94        Real Estate Properties       40,348,988      9,752,296
6    9/94        Mining Interest              20,000,000        410,000
                                            ------------   ---------------

         Total 1994                          159,281,349     23,520,452
                                            ------------   ---------------

7    2/95        Services                      5,000,000          5,000
8    2/95        Real Estate Properties       22,000,000      5,317,370
9    8/95        Music Company                 4,000,000      2,500,000
10.  8/95        Real Estate Properties       73,000,000     17,644,001

11.  8/95        Mineral Inventory (Note 5)  100,000,000    200,000,000
12.  9/95        Services                        275,000         66,467
                                            ------------   ---------------

         Total 1995                          204,275,000    225,532,838
                                            ------------   ---------------

13.  6/96        Mining Interest              40,000,000        --
14.  6/96        Medical Decontamination
                   Machines                    2,066,115        555,185
15.  7/96        Acquisition of
                   ElfWorks, Inc.             40,000,000         40,000
16.  1996        Services (Note 12)              --              34,970
                                            ------------   ---------------

         Total 1996                           82,066,115        630,155
                                            ------------   ---------------

17   2/97        Mining Interest (Note 2)    375,000,000     69,375,000
18   1997        Services (Note 12)             --               39,060
                                            ------------   ---------------

         Total 1997                          375,000,000     69,414,060
                                            ------------   ---------------

         TOTAL 1994 - 1997                   820,622,464   $319,097,495
                                            ============   ===============

            To reflect reverse stock  split:     820,622

19.  1998        Services (Note 13)              --              52,090

         TOTAL 1994 - 1998                       820,622   $319,162,495
                                            ============   ===============


                                       25


<PAGE>


                 HEXAGON CONSOLIDATD COMPANIES OF AMERICA, INC.
                 (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998, 1997 AND 1996

NOTE 13 - RELATED PARTY TRANSACTIONS:
o    Inventories   consisting  of  ore  concentrates  located  in  Arizona  were
     purchased from Zarzion Ltd. in exchange for shares of the Company's  common
     stock (see Note 5).
o    October 2, 1997,  200,000,000  shares of  preferred  stock were  issued for
     services and expenditures.  The transaction was booked at the Company's par
     value of preferred stock.
o    Services contributed by officers and reimbursements forfeited were expensed
     to  "Imputed  Wages"  at an  hourly  rate  proportionate  to  the  services
     performed.  Contributed office occupancy  provided by Maurice Furlong,  the
     Company's  president  and CEO, was expensed to rent at an average of $340 a
     month.
o    Mining claims located in San Bernardino  County,  California were purchased
     from Zarzion Ltd. In exchange for shares of the  Company's  stock (see Note
     2).
o    In April 1997,  Maurice  Furlong,  CEO,  President  and major  shareholder,
     obtained voting control of all common stock of the Company held by Zarzion,
     Ltd.

                                       26
<PAGE>

DALE MCGHIE                                          Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT                  1539 Vassar St. Reno, Nevada 89502
                                                       Tel: 702-323-7744
                                                       Fax: 702-323-8288



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
and Shareholders of
Hexagon Consolidated Companies of America, Inc.

I have audited the consolidated balance sheets of Hexagon Consolidated Companies
of America, Inc. (formerly Health Care Centers of America,  Inc.) (a development
stage  company)  as of  December  31,  1998,  1997  and  1996,  and the  related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended,  and have issued my opinion  thereon  dated  November 14,  1999.  My
examination  also  comprehended  Supplemental  Schedules  A  and  B  of  Hexagon
Consolidated  Companies  of  America,  Inc.  (formerly  Health  Care  Centers of
America, Inc.) (a development stage company). In my opinion,  Schedules A and B,
when considered in relation to the basic financial statements, present fairly in
all material respects the information shown therein.


/s/W. Dale McGhie
-----------------
W. Dale McGhie, CPA
Reno, Nevada
November 14, 1999



                                       27
<PAGE>

<TABLE>

        HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC. AND SUBSIDIARIES
                 (formerly HEALTH CARE CENTERS OF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   SCHEDULE A - PROPERTY, PLANT AND EQUIPMENT
                THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>

                                                                                      Other Charges
                                          Balance at    Additions                   Reclassifications  Balance at
           Classification             Beginning of Year  at Cost       Retirements    add (deduct)     End of Year
           ---------------------- ------------------- -----------  ---------------  ---------------    -----------

<S>                                         <C>        <C>                <C>               <C>      <C>
December 31, 1998:
              Furniture and fixtures      $ 12,307        $ 1,644       $ -                   $ -         $ 13,951
              Equipment                     29,288          2,449         -                     -           31,737
              Equipment - mining           496,130              -         -                     -          496,130
              Equipment - other *          555,185              -         -                     -          555,185
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                1,092,910        $ 4,093       $ -                   $ -       $1,097,003
                                         ==========  =============  ======== =====================  ===============

December 31, 1997:
              Furniture and fixtures       $ 6,249        $ 6,058       $ -                   $ -         $ 12,307
              Equipment                     24,935          4,353         -                     -           29,288
              Equipment - mining                 -              -         -               496,130          496,130
              Equipment - other *          555,185              -         -                     -          555,185
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                $ 586,369       $ 10,411       $ -             $ 496,130       $1,092,910
                                         ==========  =============  ======== =====================  ===============

December 31, 1996:
              Furniture and fixtures       $ 1,679        $ 4,570       $ -                   $ -          $ 6,249
              Equipment                     16,046          8,889         -                     -           24,935
              Equipment - other *                -        555,185         -                     -          555,185
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                 $ 17,725      $ 568,644       $ -                   $ -        $ 586,369
                                         ==========  =============  ======== =====================  ===============
</TABLE>


 * Equipment is not depreciated at this time because not placed in service yet.


                                       28
<PAGE>

<TABLE>

        HEXAGON CONCOLIDATED COMPANIES OF AMERICA, INC. AND SUBSIDIARIES
                 (formerly HEALTH CARE CENTERSOF AMERICA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
     SCHEDULE B - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
                THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>



                                                                                      Other Charges
                                          Balance at     Additions                   Reclassifications  Balance at
           Classification             Beginning of Year   at Cost       Retirements    add (deduct)     End of Year
           ---------------------- -------------------   -----------  ---------------  ---------------    -----------

<S>                                       <C>           <C>             <C>               <C>       <C>
December 31, 1998:
             Furniture and fixtures       $   3,931     $   2,461        $ -                  $ -          $ 6,392
             Equipment                       15,502         6,080          -                    -           21,582
             Equipment - mining                  -              -          -                    -                -
             Equipment - other *                 -              -          -                    -                -
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                 $ 19,433          8,541        $ -                  $ -         $ 27,974
                                         ==========  =============  ======== =====================  ===============

December 31, 1997:
             Furniture and fixtures        $  1,522     $   2,409        $ -                  $ -          $ 3,931
             Equipment                        9,833         5,669          -                    -           15,502
             Equipment - mining                  -              -          -                    -                -
             Equipment - other *                 -              -          -                    -                -
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                 $ 11,355          8,078        $ -                  $ -         $ 19,433
                                         ==========  =============  ======== =====================  ===============

December 31, 1996:
             Furniture and fixtures       $     758       $   764        $ -                  $ -          $ 1,522
             Equipment                        6,297         3,536          -                    -            9,833
             Equipment - other *                 -              -          -                    -                -
                                         ----------  -------------  -------- ---------------------  ---------------
                    Total                 $   7,055       $ 4,300        $ -                  $ -         $ 11,355
                                         ==========  =============  ======== =====================  ===============
</TABLE>


 * Equipment is not depreciated at this time because not placed in service yet.


                                       29
<PAGE>
Item 8.  Changes In and Disagreements With Accountants and Financial Disclosure

         The  information  contained  in  Part  II,  Item  3,  "Changes  in  and
Disagreements  with  Accountants"  of the issuer's  Second Amended Form 10-SB is
incorporated herein by reference.

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act

Directors and Executive officers

         The  infromation  contained  in Part I, Item 5,  "Directors,  Executive
Officers,  Promoters and Control  Persons" of the issuer's  Second  Amended Form
10-SB is incorproated herein by reference.


Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Exchange Act requires the Company's  directors and
executive  officers and persons who own more than 10% of a  registered  class of
the  Company's  equity  securities,  to file with the  Securities  and  Exchange
Commission and the NASDAQ initial reports of ownership and reports of changes in
ownership  of  the  Company's   registered   stock.   Officers,   directors  and
greater-than-10%  stockholders are required by the  Commission's  regulations to
furnish the Company with copies of all Section 16(a) forms which they file.

         To the  Company's  knowledge,  based  solely on review of the copies of
such  reports  furnished  to the  Company,  not all of the section  16(a) filing
requirements  applicable  to  its  officers,   directors,  and  greater-than-10%
stockholders have been complied with during the last fiscal year.

Significant Employees and Consultants

         The  information  contained in Part I, Item 5,  "Director's,  Executive
Officers,  Promoters and Control  Persons",  of the issuer's Second Amended Form
10-SB is incorporated herein by reference.

Certain Legal Proceedings Involving Directors and Officers

         The  information  contained  in Part I, Item 5,  Director's,  Executive
Officers,  Promoters and control  Persons",  of the issuer's Second Amended Form
10-SB is incorporated herein by reference.

Item 10. Executive Compensation

         The  compensation  table  set  forth  in  Part I,  Item  6,  "Executive
Compensation", of the issurers Second Amended Form 10-SB, is incorporated herein
by reference.

                                       30
<PAGE>


Item 11. Security Ownership of Certain
                  Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

         The  information  contained in Part I, Item 4,  "Security  Ownership of
Certain  Beneficial  Owners and  Management" of the issuer's Second Amended Form
10-SB is incorporated herein by reference.



Security Ownership of Management

         The  information  contained  in Part I, Item 4,  "Security  of  Certain
Beneficial Owners and Management",  of the issuer's Second Amended Form 10-SB is
incorporated herein by reference.


Item 12. Certain Relationships and Related Transactions

         The information  contained in Part I, Item 7, "Certain Relationshis and
Related Transactions", of the issuer's Second Amended Form 10-SB is incorporated
herein by reference.


Item 13. Exhibits and Reports on Form 8-K

Index to Exhibits

         The index to exhibits  contained  in the issuer's  Second  Amended Form
10-SB is incorporated herein


Reports on Form 8-K

         No reports on Form 8-K were filed during the last quarter of the period
covered by this report.

                                       31

<PAGE>

                                   SIGNATURES

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

                 HEXAGON CONSOLIDATED COMPANIES OF AMERICA, INC.
                (Formerly HEALTH CARE CENTERS OF AMERICA, INC.)

                                    (Registrant)

                           By:   /s/ MAURICE W. FURLONG
                                 ----------------------
                                 Maurice W. Furlong, President

                                 Date December 1, 1999
                                      ----------------

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

                           By:   /s/ MAURICE W. FURLONG
                                 -----------------------
                                 Maurice W. Furlong, President and
                                 Chairman of the Board

                                 Date December 1, 1999
                                      ----------------


                           By:   /s/ MICHAEL J. PIETRZAK
                                 ------------------------
                                 Michael J. Pietrzak, Executive Vice President,
                                 General Counsel and Director

                                 Date  December 1, 1999
                                       ----------------