FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

(Mark One)

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999


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

      FOR THE TRANSITION PERIOD FROM            to

                         COMMISSION FILE NUMBER 0-21821

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)

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

                           410 17th Street, Suite 400
                             DENVER, COLORADO 80202
                    (Address of principal executive offices)

                                  888-313-8051
                            Issuer's telephone number

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 97,646,415 shares of $.0001 per share
common stock as of November 12, 1999.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):   YES ____    NO  X


<PAGE>




                   Consolidated Capital of North America, Inc.

                     Quarterly Report on Form 10-QSB for the

                        Quarter Ended September 30, 1999

                                TABLE OF CONTENTS

                                                                          PAGE

   Part I. FINANCIAL INFORMATION

           Item 1.  Financial Statements (unaudited)

                    Consolidated Balance Sheets - September 30, 1999
                    and December 31, 1998                                   3

                    Consolidated Statements of Operations for the
                    three months ended September  30, 1999 and 1998         5

                    Consolidated Statement of Operations for the
                    nine months ended September 30, 1999 and 1998           6

                    Consolidated Statements of Cash Flows for the
                    nine months ended September 30, 1999 and 1998           7

                    Notes to Consolidated Financial Statements              9

           Item 2.  Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations                                             16

   Part II. OTHER INFORMATION

           Item 6.  Exhibits and Reports on Form 8-K                       20




<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                           CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

<TABLE>

ASSETS ........................................       September 30,    December 31,
                                                          1999             1998
                                                      -------------   ------------
                                                       (unaudited)

<S>                                               <C>                  <C>
Cash ..........................................   $      --            $    48,466
Accounts receivable less allowance
 for doubtful accounts of $217,468 in 1998 ....     1,058,904            6,853,720
Inventories ...................................       389,072            4,872,424
Deferred loan costs ...........................          --                290,082
Prepaid expenses and other ....................         6,830              554,505

Property and equipment, net of accumulated
 depreciation of $733,522 in 1998                        --             11,512,793

Property and equipment held for sale ..........     5,311,258              875,000

Goodwill, net of accumulated amortization
   $461,795 in 1998 ...........................          --              3,217,002

OTHER ASSETS ..................................       256,564            1,531,004
                                                  -----------          -----------

      TOTAL ASSETS ............................   $ 7,022,628         $ 29,754,996
                                                  ===========         ============


</TABLE>













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

<PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998



<TABLE>


LIABILITIES AND SHAREHOLDERS'                        September 30,      December 31,
DEFICIT                                                  1999               1998
                                                     -------------      -----------
                                                      (unaudited)

<S>                                                 <C>                  <C>
Accounts payable                                    $11,704,953          $11,689,881
Line of credit                                           83,380            5,646,748
Accrued liabilities                                     818,448              547,111
Current portion of long-term debt                     6,849,680            7,505,509
Current portion of capital lease obligations            162,220              193,895
Convertible notes payable to affiliates               2,075,000            2,075,000
18% note payable                                      1,250,000                    -
10% convertible notes payable                           801,000            2,173,000
18% convertible notes payable                         1,550,000            1,473,460
Current portion of other notes payable                1,300,000            1,480,000
Other                                                    20,003               34,762
Capital lease obligations, net of current portion       581,054              663,216
Accrued interest and other                              500,109              317,266
Accrued dividends on preferred shares                   250,530              150,702
                                                   ------------         ------------
      TOTAL LIABILITIES                              27,946,377           33,950,550
                                                   ------------         ------------

SHAREHOLDERS' DEFICIT
   Series A preferred shares, par value
    of $.01 per share; liquidation value of
     $1.00 per share; 1,000,000 shares
     authorized; 744,000 shares issued
     and outstanding                                    744,000              744,000
   Series B preferred shares, par value of
     $.01 per share; liquidation value of
     $1.00 per share; 1,000,000 shares
     authorized; 449,000 shares issued and
     outstanding                                        449,000              449,000
   Common shares, par value $.0001 per share;
     200,000,000 shares authorized; 97,248,784
     and 48,079,839 shares issued and outstanding
     at September 30, 1999 and December 31, 1998,
     respectively                                         9,425               4,808
   Additional paid-in capital                        16,984,225           13,451,494
   Accumulated deficit                              (39,110,399)         (18,844,856)
                                                    -----------          -----------

      TOTAL SHAREHOLDERS' DEFICIT                   (20,923,749)          (4,195,554)
                                                    -----------          -----------

                                                   $  7,022,628          $29,754,996
                                                   ============          ===========


</TABLE>



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



<PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)

<TABLE>

                                                    1999                      1998
                                               -------------              ------------
<S>                                            <C>                        <C>
NET SALES
Net sales ............................         $  1,545,408               $  5,545,242
Cost of goods sold    ................            2,231,211                  4,499,581
                                               ------------               ------------
   Gross profit ......................             (685,803)                 1,045,661
                                               ------------               ------------

Operating expenses

   Selling, general and administrative
    expenses .......................................943,678                  1,668,952
   Payroll and related benefits ..............      200,838                    805,402
   Depreciation and amortization ......                --                      212,603
                                               ------------               ------------
      Total expenses ............                 1,144,516                  2,686,957
                                               ------------               ------------

      Loss from operations ...........          (1,830,319)                (1,641,296)
                                               ------------               ------------
Other income (expense)

   Interest expense ............                  (466,125)                (1,820,937)
   Other .......................                   139,914                    107,018
   Estimated (loss) in liquidation               1,032,290                       --
   Termination of an acquisition ..                 (6,786)                   (48,856)
                                              ------------               ------------
                                                   699,293                 (1,762,775)
                                              ------------               ------------
Net loss ......................                 (1,131,026)                (3,404,071)

Preferred share dividends .......                  (35,790)                   (48,840)
                                              ------------               ------------

Loss applicable to common stockholders .      $ (1,166,816)              $ (3,452,911)
                                              ============               ============

      Basic and diluted loss per share        $       (.02)              $       (.16)
                                              ============               ============

Weighted average number of
   Common shares outstanding....                73,096,458                 21,181,132
                                              ============               ============

</TABLE>









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




<PAGE>



                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)


<TABLE>
                                                        1999                1998
                                                   ------------         -----------
<S>                                                <C>                  <C>
NET SALES                                           $26,602,198         $15,908,469
COST OF GOODS SOLD                                   24,209,784          13,360,890
                                                     ----------          ----------
   Gross profit                                       2,392,414           2,547,579
                                                    -----------         -----------

OPERATING EXPENSES

   Selling, general and administrative expenses       4,699,208           4,654,551
   Payroll and related benefits                       2,724,204           2,246,958
   Depreciation and amortization                        742,757             737,609
                                                    -----------        ------------
      Total expenses                                  8,166,169           7,639,118
                                                     ----------         -----------

      Loss from operations                           (5,773,755)         (5,091,539)
                                                    -----------           ---------

OTHER INCOME (EXPENSE)

   Interest expense                                  (3,391,282)         (3,676,857)
   Other                                                431,797             230,427
   Estimated loss in liquidation                    (11,262,072)                -
   Termination of an acquisition                       (270,232)           (995,403)
                                                   ------------        ------------
                                                    (14,491,789)         (4,441,833)
                                                   ------------        ------------

NET LOSS                                            (20,265,544)         (9,533,372)
Preferred share dividends                              (107,370)           (157,653)
                                                    -----------        ------------
                                                    (20,372,914)         (9,691,025)

Discount attributable to conversion value of
 preferred shares and warrants                                -            (761,917)
                                                   ------------        ------------
Loss applicable to common shareholders             $(20,372,914)       $(10,452,942)
                                                   ============        ============

      Basic and diluted loss per share             $       (.32)       $       (.54)
                                                   ============        ============

Weighted average number of
   common shares outstanding                         63,185,329          19,189,533
                                                   ============        ============

</TABLE>





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




<PAGE>



                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)


<TABLE>

                                                         1999            1998
                                                     ------------    ------------
<S>                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ......................................   $(20,265,544)   $ (9,533,372)
   Adjustments to reconcile net loss to net cash
     used in operations:
      Estimated loss in liquidation ..............     11,262,072            --
      Amortization and depreciation ..............        742,757         737,609
      Amortization of loan fees ..................      1,299,808       1,168,288
      Provision for doubtful accounts ............       (217,468)         72,684
      Accrued interest ...........................       (128,417)        217,614
      Discount attributable to conversion value of
        convertible notes ........................         95,440       1,631,944
      Common shares issued for consulting fees ...        125,000         823,641
      Value of options granted to non-employees
       and others ................................        (37,402)            873
      Change in assets and liabilities:
        Accounts receivable ......................      6,012,284        (283,069)
        Inventories ..............................      4,337,999        (284,774)
        Prepaid expenses and other ...............       (185,199)       (255,676)
        Deferred loan costs ......................        (13,964)        278,033
        Other assets .............................        238,181        (200,315)
        Accounts payable, accrued liabilities
          and other ..............................      3,848,670         (61,228)
                                                     ------------    ------------
         Net cash provided by (used in)
           operating activities ..................      7,114,217      (5,687,748)
                                                     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of businesses, net of cash acquired ..           --        (1,750,000)
   Purchase of property and equipment ............        (15,384)       (424,532)
   Purchase of certificate of deposit restricted -
    against long-term obligations ...............            --          (250,000)
                                                     ------------    ------------
      Net cash used in investing activities ......        (15,384)     (2,424,532)
                                                     ------------    ------------

</TABLE>










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




<PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (unaudited)




                                                    1999            1998
                                                ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings .................   $ 23,609,557    $ 21,401,768
   Principal payments on borrowings .........    (31,691,845)    (22,278,308)
   Proceeds from issuance of 10% convertible
    notes, net ............................             --         4,445,127
   Proceeds from issuance of 15% notes, net .           --           936,351
   Payment of notes payable .................       (346,667)           --
   Payment of notes payable to affiliates ...           --          (225,000)
   Short-term borrowings ....................      1,250,000       1,714,286
   Repayment of capital lease obligation ....       (128,344)           --
   Proceeds from issuance of redeemable
    preferred shares, net .................             --         1,859,640
   Proceeds from sale of common share
    purchase warrants ......................            --           385,000
   Proceeds from issuance of common shares ..        160,000            --
   Dividends ................................           --            (7,233)
                                                ------------    ------------
     Net cash (used in) provided by
      financing activities   ................     (7,147,299)      8,231,631
                                                ------------    ------------

NET (DECREASE) INCREASE IN CASH .............        (48,466)        119,351
CASH AT BEGINNING OF PERIOD .................         48,466          14,304
                                                ------------    ------------
CASH AT END OF PERIOD .......................   $       --      $    133,655
                                                ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
   Cash paid during the period for interest     $    926,908    $    746,118
                                                ============    ============
NONCASH FINANCING ACTIVITIES:
   Issuance of common shares for:
      Constulting fees.......................   $    292,627    $    891,158
                                                ============    ============
      Loan cost .............................   $    220,927    $    757,465
                                                ============    ============
      Accrued interest ......................   $    18,900     $       --
                                                ============    ============
      Business acquisition ..................   $       --      $    300,000
                                                ============    ============
      Settlement of an amount due to
       vendors and others ...................   $  1,085,000    $    296,842
                                                ============    ============
      Conversion of 10% convertible notes
       payable and accrued interest .........   $  1,521,038    $    118,175
                                                ============    ============
      Conversion of Series C
          preferred shares ..................   $       --      $    150,420
                                                ============    ============
      Cumulative dividends of
        preferred shares ....................   $    107,370    $  1,130,000
                                                ============    ============

   Issuance of promissory note to a vendor ..   $  2,000,000    $       --
                                                ============    ============
BUSINESS ACQUISITIONS:
   Assets acquired ..........................   $       --      $  8,114,162
   Liabilities incurred or assumed ..........           --        (6,064,162)
   Common shares issued .....................           --          (300,000)
                                                ------------    ------------
      Cash used in business acquisitions ....   $       --      $  1,750,000
                                                ============    ============

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


<PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999
                                   (unaudited)

1. GENERAL

The accompanying  unaudited interim financial statements of Consolidated Capital
of North America,  Inc. (the "Company")  include the accounts of the Company and
its wholly owned subsidiaries, after elimination of all significant intercompany
transactions,  accounts and profits.  These  statements  include all adjustments
which,  in the  opinion of  management,  are  necessary  to fairly  present  the
financial  position of the Company as of  September  30, 1999 and the results of
its operations and its cash flows for the nine months then ended. The results of
operations for this interim period are not necessarily  indicative of results to
be expected  for the full year.  During the third  quarter of 1999,  the Company
entered  into  negotiations  with its  secured  lenders to start the  process of
disposing  of  the  assets  of  all  of the  Company's  wholly  owned  operating
subsidiaries.  The Company has valued its assets at the estimated amount of cash
to be received from the  liquidation  and will report  changes in estimations as
they occur.

These  interim  financial  statements  should  be read in  conjunction  with the
Summary  of  Significant  Accounting  Policies  and  other  Notes  to  Financial
Statements included in the Company's annual audited financial statements for the
year  ended   December  31,  1998.   Certain  prior  period  amounts  have  been
reclassified to conform with the current period presentation.

2. LIQUIDATION

During the third quarter of 1999, the Company entered into negotiations with its
lenders to start the process of disposing of the assets of the Company's  wholly
owned operating subsidiaries. Since the secured lenders stopped funding advances
under the various loan agreements,  the Company was forced to lay-off  employees
and cease operations.  As of September 1999, the Company was reviewing offers to
sell the  assets  of all of the  subsidiaries  of the  Company.  Therefore,  the
accompanying  financial  statements  reflect the assets  valued at estimated net
realizable value as of September 30, 1999. Since no agreements have been reached
with the creditors,  all  liabilities  have been included at their historic cost
basis.  The Company has also  estimated  the  realizable  value of the  accounts
receivable  and  inventories  at the amounts  reflected in the  historical  cost
accounting records. The realizable value of the machinery and equipment has been
estimated  to be equal to the amount of proceeds  from the sale of property  and
equipment of the two California operating  subsidiaries that occurred in October
1999,  and an offer  to sell  property  and  equipment  of the  Ohio  subsidiary
received in October 1999.  Proceeds from the sale of California assets were used
to reduce senior debt. If the amounts realized from the future sale of assets is
greater than estimated using this method,  the additional  proceeds will be used
to reduce the  unsecured  debts.  It is at least  reasonably  possible  that the
amounts  expected to be realized in the  liquidation  process will change in the
future. Future reporting will reflect any changes in estimated values based upon
the most current information then available.

<PAGE>



                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

If amounts  realized from the sale of the Ohio assets is greater than  estimated
using this method, the additional  proceeds will be used to reduce the unsecured
debts.  It is at least  reasonably  possible  that the  amounts  expected  to be
realized in the liquidation process will change in the future.  Future reporting
will  reflect  any  changes in  estimated  values  based  upon the most  current
information then available.

On August 12, 1999, Campbell  Investors,  FINOVA Capital Corp. and National Bank
of Canada filed a complaint against TPSS Acquisition Corporation ("TPSS") in the
Court of Common Please of Lucas County,  Ohio (Case No.  CI0199903672),  seeking
amounts  allegedly  due with  respect  to a lease  agreement  and  certain  loan
agreements which were assumed by TPSS. In connection with that  litigation,  the
Plaintiffs  sought and, on August 20, 1999,  received an Order  appointing Ralph
DeNune as receiver to take control and dispose of TPSS's assets.

On August 23, 1999,  Capitol Metals Co.  ("Capitol"),  a wholly-owned  operating
subsidiary  of  Company,  made a  general  assignment  for  the  benefit  of its
creditors to Maximum Asset RECOVERY  SERVICES,  INC.  ("MAXIMUM"),  AS ASSIGNEE,
PURSUANT TO SECTION  493.010 ET. SEQ. of the  California  Code Civil  Procedure.
Maximum  will  liquidate  Capitol's  assets  and will  distribute  the  proceeds
thereof,   after   payment  of  Maximum's   fees  and  expenses  and  all  other
administrative claims, to Capitol's creditors in accordance with applicable law.

Effective  as  of  August  26,  1999,  Angeles  Metal  Trim  Co  ("Angeles").  A
wholly-owned  operating subsidiary of the Company, made a general assignment for
the benefit of its creditors to C.F. Boham  Company,  Inc. d/b/a The Hamer Group
("Hamer"),  as assignee,  PURSUANT TO SECTION 493.010 ET. SEQ. of the California
Code  of  Civil  Procedure.  Hamer  will  liquidate  Angeles'  assets  and  will
distribute the proceeds thereof,  after payment of Hamer's fees and expenses and
all other  administrative  claims,  to Angeles'  creditors  in  accordance  with
applicable law.

The Company no longer controls the operations at Capitol Metals Co. ("Capitol"),
TPSS Acquisition Corporation ("TPSS") and Angles Metal Trim Co. ("Angeles"), the
Company's  three  wholly  owned  subsidiaries.   These  subsidiaries  are  being
liquidated by their senior creditors with the  acquiescence of the Company.  The
Company  does not  anticipate  that the  proceeds  of such  liquidation  will be
sufficient  to provide any  distributions  to the  Company's  shareholders.  The
Company  has  no  interest   in  business   operations   other  than  the  three
subsidiaries.

<PAGE>

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

The  estimate  of  realizable  value of the assets as of  September  30, 1999 as
compared  to  historic  cost is based  upon the  October  1999 sale of assets in
California and the offer in Ohio and is as follows:

                                                Estimated
                                               Liquidation          Historical
            Description of Assets                 Value               Basis
----------------------------------------      ------------         ------------
Property and equipment                        $ 5,311,258          $11,823,719
Prepaid and other assets                          263,394            1,598,079
Accounts receivable                             1,058,904            1,058,904
Inventories                                       389,072              534,425
Goodwill                                                -            3,034,271
Deferred loan costs                                     -              235,302
                                              -----------         ------------
                                              $ 7,022,628          $18,284,700
                                              ===========          ===========

3. NOTES PAYABLE

A. Current Debt

On January 12, 1998,  the Company  established  a new  financing  facility  with
Congress Financial Corporation  ("Congress  Financial").  The Congress Financial
facility as of September  30, 1999  consists of  $2,348,537  in term loans,  and
revolving  lines of credit.  The facility shall be hereafter  referred to as the
"Congress Facility".  Interest is payable monthly at a certain bank's prime rate
plus 0.75% per annum (8.5% at September  30, 1999).  All the advances  under the
new  Congress  Facility are  collateralized  by all of the assets of Angeles and
Angeles Acquisition ("Capitol") and are also guaranteed by the Company and CBS.

The Congress  Facility  contains a number of financial  and other  non-financial
covenants  for both Angeles and Capitol and cross  default  provisions  with the
Company's other note payable to certain unsecured  creditors of $1,300,000 known
as the "Binhad Note",  all of which was outstanding at September 30, 1999. These
loans are currently in default.

The  Congress  Facility  loan  agreements  were  amended on February 1, 1999 and
provide,  among other things,  for a temporary  increase  (from February 1, 1999
through June 30, 1999) in interest  rates from .75% to 1.75% per annum in excess
of the  bank's  prime  rate.  This  amendment  provides  for  additional  weekly
principal payments of $17,400 for a eight-week period starting February 1, 1999.

In connection with the Toledo Pickling acquisition, the Company assumed two term
loans with  Finova.  The first Finova term loan with an  outstanding  balance of
$2,212,310 at September  30, 1999 bears  interest at 11% per annum and is due on
December 31, 2000.  The second Finova term loan with an  outstanding  balance of
$291,665 at September 30, 1999 bears interest at 11% per annum and is due on

<PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

December 1, 2000.  Each of the term loans  contains  restrictive  covenants  and
cross default provisions similar to those included in TPSS Acquisition's line of
credit  agreement,  described  below and is  secured  by the TPSS  Acquisition's
machinery  and  equipment  and is  guaranteed  by the  Company  and  the  former
President  and  shareholder  of Toledo  Pickling.  At September  30, 1999,  TPSS
Acquisition  was not in  compliance  with these  covenants  and has not received
waivers. The loan balances were not refinanced or repaid on the maturity date of
April 12, 1999.  The Company is subject to penalties in the amount of $2,000 per
day until the loans are refinanced.

B. Line of Credit

In  connection  with  the  Toledo  Pickling  acquisition,  the  Company  assumed
outstanding  borrowings  under a line of credit with the National Bank of Canada
("NBC")  and  Finova.  The  outstanding  balance  under  the line of  credit  at
September 30, 1999 was $83,380. The obligation, which is repayable on demand, is
secured  by the  accounts  receivable  and  inventory  of  TPSS  Acquisition  is
guaranteed  by the Company and the former  President and  shareholder  of Toledo
Pickling in the amount of $2.5 million plus all amounts  outstanding on the line
of credit over $18 million.  The line of credit contains  certain  financial and
other covenants including a minimum net worth requirement and a minimum ratio of
liabilities  to  net  worth,   as  well  as  certain   restrictions  on  capital
expenditures,  dividends and officers' compensation. At September 30, 1999, TPSS
Acquisition was not in compliance  with certain  provisions of the covenants and
has not  received  waivers.  The line of credit  balance was not  refinanced  or
repaid on the  maturity  date of April 12,  1999.  The  Company  is  subject  to
penalties  in the amount of $2,000 per day until the  balance is  refinanced  or
repaid. These loans are currently in default.

During  July 1999,  the Company  agreed  with its  secured  lenders to start the
process of  disposing  of the assets of the  Company's  wholly  owned  operating
subsidiaries.  Since the secured lenders also stopped funding the advances under
the various loan  agreements,  the Company was forced to lay-off  employees  and
cease operations.

C. 10% Convertible Notes Payable

The Company issued and sold, in private  placements,  an aggregate of $5,000,000
of its 10% convertible notes payable (collectively,  the "10% Notes") during the
second  quarter  of 1998,  pursuant  to the terms of a Note  Purchase  Agreement
between  the  Company and the  purchasers  of the 10% Notes (the "Note  Purchase
Agreement").  The  proceeds  from the  issuance  of the 10% Notes  were used for
working  capital.  Interest  is payable  semi-annually  on October 1 and April 1
commencing  October 1, 1998,  until the principal is paid in full.  The original
Maturity Date of the 10% Notes was April 9, 1999 (the "Maturity Date"). In April
1999,  the original  Maturity Date was extended to January 15, 2000. The Company
has the right,  at its sole option,  to pay any interest due on the 10% Notes in
common shares of the Company based on the arithmetic  average of the closing bid
and ask price of the Company's  common shares for the twenty  trading days prior
to the interest payment due date (the "Interest Shares").

<PAGE>



                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

At any time after  issuance  and prior to the  Maturity  Date,  the  outstanding
principal  amount of the 10% Notes,  any and all  accrued  and  unpaid  interest
thereon,  in whole or in increments  of at least  $20,000 of  principal,  may be
converted  by  the  holder  thereof  into  common  shares  of the  Company  (the
"Conversion  Shares") at the  conversion  price equal to the lesser of (i) $1.75
per share or (ii) one of the following conversion prices: (x) on or after August
6, 1998 at a per share price  equal to eighty  percent  (80%) of the  arithmetic
average of the closing bid and ask prices of the Company's common shares for the
twenty trading days prior to the conversion  date and (y) on or after October 5,
1998 at a per share price equal to seventy-five  (75%) of the arithmetic average
of the closing bid and ask prices of the Company's  common shares for the twenty
trading  days  prior to  conversion  date.  The  conversion  price is subject to
adjustment under specified anti-dilution  provisions.  As of September 30, 1999,
the holders of the 10% Notes have  converted  $4,199,000 of the 10% Notes,  thus
leaving  $801,000 of the  principal  amount  outstanding  at September 30, 1999.
During January 1999,  the Company issued  1,308,811 of its common shares for the
conversion  of  $173,000  of the 10% Notes  plus  accrued  interest  of  $4,729.
Subsequent  to September 30, 1999,  the holders of the 10% Notes have  converted
$20,000 of the 10% Notes into  1,025,563 of common  shares of the  Company.  The
maturity  date of the  remaining  outstanding  10%  Notes has been  extended  to
January 15, 2000. In connection  with the extension  described  above,  in April
1999 the Company issued to the holders of the $2 million  outstanding  10% Notes
warrants to purchase an aggregate of 2,000,000  common shares at $.20 per share.
These  warrants  expire on March 6, 2004.  The  Company  has agreed to  promptly
register the common  shares  underlying  the warrants  with the  Securities  and
Exchange  Commission.  During May 1999, 436,444 common shares were issued to the
holders  of the 10% notes for  interest  due on April 1, 1999.  During  November
1999,  1,372,128  Common  Shares were issued to the holders of the 10% notes for
interest due on October 1, 1999.

D. 18% Convertible Notes Payable

In October  1998,  the  Company  issued  and sold,  in a private  placement,  an
aggregate of $1,568,900 of its 18% convertible  notes payable (the "18% Notes"),
pursuant  to the terms of a Note  Purchase  Agreement  between  the  Company and
Capital Fund  Leasing,  LLC,  the  purchaser  of a 15%  convertible  note of the
Company.  The 18% Notes were  issued to  refinance  the  principal  and  accrued
interest on the 15%  convertible  note which had been issued  during  1998.  The
proceeds were used for working  capital.  Principal in the amount of $18,900 was
paid by the Company during January 1999 by issuing  157,500 common shares of the
Company  based  upon a price  of $.12 per  share.  Interest  on the  $1,550,000,
computed at the rate of 18% per annum was paid on January 19, 1999, the original
maturity date of the 18% Notes (the "Maturity Date").  The Company has issued to
the noteholder  800,000 common shares as additional  consideration in connection
with the  issuance  of the 18% Notes.  The  Company had the option to extend the
Maturity  Date for two  additional  ninety-day  periods by giving  notice to the
noteholder  of such  extension  at least  thirty  days prior to the  original or
extended Maturity Date, as applicable. The Company extended the maturity date of
the 18% Notes from January 19, 1999 to April 19, 1999 and issued to Capital Fund
Leasing  450,000  common shares in January  1999. In addition,  the Company also
extended  the  Maturity  Date from April 19, 1999 to July 18, 1999 in March 1999
and  issued  Capital  Fund  Leasing  450,000  common  shares in March  1999,  in
connection with the extension.

<PAGE>

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

In April 1999,  Capital Fund Leasing,  extended the payment date through January
15, 2000. In connection with such extension,  the Company issued to Capital Fund
Leasing  warrants  to purchase  1,550,000  common  Share at $.20 per share.  The
warrants  will  expire on March 6, 2004.  The  Company  has  agreed to  promptly
register the common shares underlying the warrant.

E. Other Notes Payable

In  connection  with the Capitol  acquisition,  Capitol  issued to the unsecured
creditors of Old Capitol  ("Binhad")  $1,500,000  in promissory  notes,  bearing
interest  at 9% per annum  ("Binhad  Notes").  During  April  1999,  the  unpaid
principal of the Binhad  Notes of  $1,300,000  was  combined  into a single note
which calls for a payment of $409,426  including  accrued  interest due on April
30, 1999 with monthly payment from May 15, 1999 through June 15, 2000 of $67,707
plus  interest  at 10% annum.  Payment  was not made on April 30 and the note is
currently in default.

In connection with the acquisition of TPSS Acquisition,  4,784,689 common shares
were issued during January 1999 to U.S. Steel Group of USX  Corporation  ("USX")
in satisfaction of Toledo Pickling's debt of $1,000,000. The Company also issued
a promissory  note to USX in the amount of  $2,000,000,  with interest at 8% per
annum,  payable  quarterly  in the amount of $166,667  including  principal  and
interest  beginning  on March 1, 1999.  The note is due in full on  December  1,
2001.  The holder of this note may at any time  prior to  maturity  convert  the
principal amount thereof remaining  outstanding into the Company's common shares
at the  conversion  ratio of $.209 of  principal  for one  common  share,  or an
aggregate of 9,569,378  shares.  The Company made the first payment due on March
1, 1999 on the promissory note. Currently this note is in default.

The Company  received a $1,250,000 loan in connection with the TPSS  Acquisition
from Security Income Trust L.P. ("SIT"), a privately-held  company controlled by
a director  and officer of the  Company.  The loan is  evidenced by a promissory
note of the Company dated January 11, 1999,  with an 18% annual rate of interest
payable in arrears  together  with the  principal on July 10, 1999.  The Company
issued 1,000,000 common shares to SIT as additional consideration for purchasing
the note.  The Company may, at its option,  extend the maturity date of the note
for two successive  ninety-day  periods.  In consideration of and at the time of
each such extension,  the Company shall issue to SIT 1,000,000  common shares of
the Company.  The Company during November 1999,  issued  1,000,000 of its common
shares for the second and final extension of the maturity date.

The noteholders of the $1,750,000, $250,000 and $75,000 notes payable to various
affiliated  entities  extended the payment  dates  through  January 15, 2000. As
consideration for extending these maturity dates, the Company issued warrants to
purchase   1,750,000,   250,000  and  76,000   common  shares  of  the  Company,
respectively,  at $.20 per share.  The warrants will expire on March 6, 2004. In
May 1999, the Company also issued to the holder of the $75,000 note payable,  an
additional 43,550 common shares in connection with the extension of the maturity
date of that note.

 <PAGE>


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 1999
                                   (unaudited)

4. DIVIDENDS

As of September 30, 1999, the Company has a liability for the dividends  accrued
to the preferred  shareholders  for the Series A and Series B preferred  shares,
which amount to $156,235 and $94,295, respectively.

5. BASIC NET LOSS PER SHARE

Basic net loss per share in the accompanying  consolidated  financial statements
is calculated in accordance  with SFAS No. 128. SFAS No. 128 requires that basic
earnings  per share be  calculated  based on weighted  average  number of common
shares  outstanding  for the period without giving effect to outstanding  common
shares  equivalents,  while diluted  earnings per share considered the effect of
common  share   equivalents   on  weighted   average  number  of  common  shares
outstanding.

Common shares  equivalents  were not considered as they would be  anti-dilutive.
The impact  under the  treasury  stock  method of  dilutive  stock  options  and
warrants  would have been 0 and 516,949  common shares for the nine months ended
September 30, 1999 and 1998, respectively.

6. SUBSEQUENT EVENTS

During  October 1999,  the  liquidators of Capitol and Angeles sold all of their
property and equipment.  The proceeds were used to pay the senior lenders.  None
of these proceeds were used to pay unsecured creditors.

Also,  during  October 1999,  the receiver for TPSS received an offer to acquire
certain assets of TPSS. At the present time this offer has not yet been accepted
by the receiver for TPSS.




<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


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

RESULTS OF OPERATIONS

During  the  third  quarter  of 1999,  the  Company  reported  net sales of only
$1,545,408  as  compared  with  net  sales  for  the  third  quarter  of 1998 of
$5,545,242,  representing  a decrease of  $3,999,834.  The decrease in sales was
related to the discontinuation of business during the third quarter of 1999. The
Company had operating operations for part of the third quarter 1999, and started
liquidation during this time.

During the nine months of 1999, the Company reported net sales of $26,602,198 as
compared  with net sales for the nine months of 1998 of  $15,908,469.  Net sales
during  the  nine  months  of  1999  included   $20,375,151  of  sales  by  TPSS
Acquisition.  Sales in the first three  quarters of 1999 for Angeles and Capitol
decreased  to  $6,227,047  in the first  three  quarters  of 1999 as compared to
$10,089,129 in the same period of 1998.

Cost of goods sold for all entities  amounted to $2,231,211for the third quarter
in 1999 resulting in a gross loss margin. The lower gross profit margin resulted
mainly  from the fact  that the  Company  was in  liquidation  during  the third
quarter of 1999.

Cost of goods sold for all entities  amounted to $24,209,784 for the nine months
of 1999  resulting  in a gross  margin of 9% of net sales for this  period.  The
decrease  in  gross  profit  percentage  resulted  mainly  from the  closing  of
operations of the Company during the third quarter of 1999.

Operating expenses decreased by $1,542,441,  to $1,144,516 for the third quarter
of 1999 from  $2,686,957 in the third quarter of 1998. The decrease is primarily
attributable to the decision to liquidate the Company's operating subsidiaries.

Operating expenses  increased by $527,051,  to $8,166,169 for the nine months of
1999 from  $7,639,118  during the same period in 1998. The increase is primarily
attributable to an increase in general and administrative expenses and payroll.

Interest  expense  decreased by  $1,354,812  to $466,125 in the third quarter of
1999 as  compared  to  $1,820,937  in the  third  quarter  of 1998.  All of this
decrease was as a result of the  liquidation  process  started  during the third
quarter 1999.  Interest  expense  decreased by $285,575,  to $3,391,282 for nine
months of 1999 as compared to $3,676,857 in the same period of 1998.

As a result the Company being in the process of being  liquidated,  a charge for
the estimated  loss from  liquidation of $11,262,072 is included as of September
30, 1999.  This estimated  loss is $1,032,290  less than the loss reported as of
June 30, 1999 as a result of using more current  values based upon a sale and an
offer to buy  received in October  1999.  For more  details  please refer to the
accompanying  notes to the  financial  statements  appearing  elsewhere  in this
report.

<PAGE>

The Company reported a net loss for the three months ended September 30, 1999 of
$1,131,026 as compared to a net loss of $3,404,071  for the same period in 1998.
The Company  reported a loss for the three  months ended  September  30, 1999 of
$1,166,816  ($.02 per share) including the preferred  dividends of $35,790.  For
the quarter ended September 30, 1999 the Company had 73,096,458 weighted average
number of common shares  outstanding as compared to 21,181,132  common shares as
of September 30, 1998.

The Company  reported a net loss for the nine months ended September 30, 1999 of
$20,265,544 as compared to a net loss of $9,533,372 for the same period in 1998.
Including the discount  attributable to the conversion value of preferred shares
and warrants of $761,917 and dividends of $157,653,  the Company reported a loss
for the nine months ended  September 30, 1998 of  $10,452,942  ($.54 per share).
The loss for the nine months ended  September  30, 1999  amounts to  $20,372,914
including dividends of $107,370 or a per share loss of $.32. As of September 30,
1999,  the Company  had  63,185,329  weighted  average  number of common  shares
outstanding as compared to 19,189,533 common shares  outstanding as of September
30, 1998.

The Company no longer controls the operations at Capitol Metals Co. ("Capitol"),
TPSS Acquisition  Corporation  ("TPSS") and Angeles Metal Trim Co.  ("Angeles"),
the Company's  three wholly owned  subsidiaries.  These  subsidiaries  are being
liquidated by their senior creditors with the  acquiescence of the Company.  The
Company  does not  anticipate  that the  proceeds  of such  liquidation  will be
sufficient  to provide any  distributions  to the  Company's  shareholders,  The
Company  has  no  interests  in  business   operations   other  than  the  three
subsidiaries.

On August 23, 1999,  Capitol Metals Co.  ("Capitol"),  a wholly-owned  operating
subsidiary  of  Company,  made a  general  assignment  for  the  benefit  of its
creditors to Maximum Asset RECOVERY  SERVICES,  INC.  ("MAXIMUM"),  AS ASSIGNEE,
PURSUANT TO SECTION  493.010 ET. SEQ. of the  California  Code Civil  Procedure.
Maximum  will  liquidate  Capitol's  assets  and will  distribute  the  proceeds
thereof,   after   payment  of  Maximum's   fees  and  expenses  and  all  other
administrative claims, to Capitol's creditors in accordance with applicable law.

Effective  as  of  August  26,  1999,  Angeles  Metal  Trim  Co  ("Angeles").  A
wholly-owned  operating subsidiary of the Company, made a general assignment for
the benefit of its creditors to C.F. Boham  Company,  Inc. d/b/a The Hamer Group
("Hamer"),  as assignee,  PURSUANT TO SECTION 493.010 ET. SEQ. of the California
Code  of  Civil  Procedure.  Hamer  will  liquidate  Angeles'  assets  and  will
distribute the proceeds thereof,  after payment of Hamer's fees and expenses and
all other  administrative  claims,  to Angeles'  creditors  in  accordance  with
applicable law.

<PAGE>

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

Cash flows  provided by  operations  were  $7,114,217  for the nine months ended
September  30, 1999 as compared to $5,687,748  used in operations  for the first
nine  months  ended  September  30,  1998.  The  increase  in cash  provided  by
operations  for the nine  months  ended  September  30, 1999 was a result of the
impact of the liquidation process starting the third quarter of 1999. Cash flows
used in  investing  activities  for  the  third  quarter  of  1998  amounted  to
approximately $2.4 million as compared to cash used from the same period in 1999
of approximately $15,000.

During the third quarter of 1999, the Company entered into negotiations with its
lenders to start the process of disposing of the assets of the Company's  wholly
owned operating subsidiaries. Since the secured lenders stopped funding advances
under the various loan agreements,  the Company was forced to lay-off  employees
and cease  operations.  The Company is  currently  reviewing  offers to sell the
assets of all of the  subsidiaries of the Company.  Therefore,  the accompanying
financial statements reflect the assets valued at estimated net realizable value
as of  September  30,  1999.  Since no  agreements  have been  reached  with the
creditors,  all liabilities have been included at their historic cost basis. The
Company also has estimated the realizable  value of the accounts  receivable and
inventories at the amounts reflected in the historical cost accounting  records.
The  realizable  value of the machinery  and equipment has been  estimated to be
equal  to the  amount  proceeds  from  the  property  and  equipment  of the two
California operating subsidiaries that occurred in October 1999, and an offer to
sell  property and  equipment of the Ohio  subsidiary  received in October 1999.
Proceeds from the sale of California  assets were used to reduce senior debt. If
the amounts  realized from the sales of assets is greater than  estimated  using
this method, the additional proceeds will be used to reduce the unsecured debts.
It is at least  reasonably  possible that the amounts expected to be realized in
the liquidation process will change in the future. Future reporting will reflect
any changes in estimated  values based upon the most  current  information  then
available.

The  estimate  of  realizable  value of the assets as of  September  30, 1999 as
compared to historic cost is as follows:

                                                Estimated
                                               Liquidation          Historical
            Description of Assets                 Value                Basis
----------------------------------------       -----------          -----------
Property and equipment                         $5,311,258          $11,823,719
Prepaid and other assets                          263,394            1,598,079
Accounts receivable                             1,058,904            1,058,904
Inventories                                       389,072              534,425
Goodwill                                                -            3,034,271
Deferred loan costs                                     -              235,302
                                               ----------          -----------
                                               $7,022,628          $18,284,700
                                               ==========          ===========



<PAGE>



SAFE HARBOR STATEMENT

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Statements contained in this report that
are not historical facts are  forward-looking  statements that involve risks and
uncertainties  that could cause actual results to differ  materially  from those
stated in the  forward-looking  statements.  Factors  that  could  cause  actual
results to differ materially  include,  among others,  the ability to dispose of
the  assets of its  wholly  owned  operating  subsidiaries  and the  ability  to
generate sufficient funds to make adequate payments to all creditors.

<PAGE>





                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

On August 12, 1999, Campbell  Investors,  FINOVA Capital Corp. and National Bank
of Canada filed a complaint  against TPSS  Acquisition  ("TPSS") in the Court of
Common  Pleas of Lucas  County  Ohio (Case No.  C10199903672),  seeking  amounts
allegedly due with respect to lease agreement and certain loan agreements, which
were assumed by TPSS. In connection with that litigation,  the Plaintiffs sought
and, on August 20, 1999,  received an Order  appointing Ralph DeNune as receiver
to take control and dispose of TPSS's assets.

As discussed  elsewhere in this report,  during the third  quarter of 1999,  the
Company  entered  into  negotiations  with its  lenders to start the  process of
liquidating the assets of the Company's  operating  subsidiaries  and paying off
creditors  to the extent  possible.  As a result,  the Company has  laid-off all
employees  and ceased  operations.  In  connection  with these  events,  several
creditors of the Company and its  subsidiaries  have filed legal  proceedings to
collect  obligations that have not been paid and are now in default.  Such legal
proceedings are listed below.  The Company and its  subsidiaries  are not taking
any action to defend against these collection  proceedings.  Management does not
expect that the liquidation of the Company's operating  subsidiaries will result
in  sufficient  cash  to pay  off  all  creditors  and  claimant  in the  listed
proceedings. In the following list the Company is referred to as "CDNO", and its
subsidiaries,  Angeles Metal Trim Co.,  Capitol Metal Co., and TPSS  Acquisition
Corporation are referred to as AMS, CMC and TPSS, respectively.

     1.   STAR RENTALS,  INC. VS. AMS,  SUPERIOR  COURT OF  WASHINGTON  FOR KING
          COUNTY, Re: Unpaid invoice for $7,018.48 plus interest and legal fees.

     2.   S. M. BERNAL VS. AMS,  Municipal  Court of  California,  County of Los
          Angeles,  Case # 99N00418,  Re: Unpaid invoice plus interest and legal
          fees in the amount of $22,802.78.

     3.   R. B. BROWNS  TRUCKING,  INC.  VS. CDNO,  AMS,  RICHARD  BAILEY,  CARL
          CASARETO AND CMC,  Circuit Court for Oregon,  Case # 99-2036-L-2,  Re:
          Unpaid  invoices in the amount of  $11,300.00  plus interest and legal
          fees.

     4.   BINHAD,  INC. VS. CMC & CDNO, United States Bankruptcy Court,  Central
          District of California-Central Division, Case # LA 97-48259-KM, Unpaid
          note payments of $133,621.01.

     5.   USS-POSCO  INDUSTRIES,  A  CALIFORNIA  PARTNERSHIP  VS.  AMS  &  CDNO,
          Superior  Court of the State of  California  for the  County of Contra
          Costa,   Case  #  C99-02894,   Re:  Unpaid  invoices  in  the  sum  of
          $1,542,848.44 plus interest and legal fees.

     6.   BENNETT PAPER & SUPPLY  COMPANY,  INC. VS. AMS,  District Court of the
          State of  Washington  for the County of Clark,  Case #  264466-2,  Re:
          Unpaid invoices in the amount of $370.06 plus legal fees of $250.00.

     7.   FRED G.  DUCOLON,  ET AL.,  VS.  AMS,  Superior  Court of the State of
          Washington for the County of Pierce, Case # 99-2-10417-5, Re: Eviction
          notice and unpaid  rent in the amount of  $30,854.11  plus  additional
          fees.

     8.   JONES-HAMILTON  CO. VS. CMC,  Superior Court of California,  County of
          Alameda, Unpaid invoices in the amount of $11,354.50 plus interest and
          legal fees.

     9.   JOHN CUPP VS. CDNO, Labor  Commissioner,  State of California,  Case #
          05017160, Re: Unpaid wages and expenses in the amount of $16,762.09.

     10.  THE SHERWIN WILLIAMS  COMPANY VS. CMC,  Municipal Court of California,
          County of Los Angeles,  Case # 99N00633,  Re:  Unpaid  invoices in the
          amount of $2,961.64 plus interest and legal fees.

     11.  DANIEL KINGSTON CABLE VS. AMS,  Superior Court of Washington for Clark
          County,  Case # 992035783,  Re: Eviction notice and unpaid rent in the
          amount of $12,360.00 and plus legal fees.

     12.  MULTIVEST  INTERNATIONAL,  LTD. VS. CMC, Superior Court of California,
          County of San Diego,  Case #  GIC732307,  Re:  Unpaid  invoices in the
          amount of $375.50.

     13.  MICHAEL  JOHNSON VS. CDNO,  Labor  Commissioner,  State of California,
          Case # 05017224, Re: Unpaid wages in the amount of $14,711.49.

     14.  KEY TRANSPORTATION  SERVICE, INC. VS. AMS, Circuit Court of Oregon for
          Jackson County, Case # 993004L4, Re: Unpaid invoice for $1,025.00 plus
          interest and legal fees.

     15.  COMMERCE  CLEARING COMPANY LLC VS. PAUL BAGLEY,  CARL CASARETO,  CMC &
          CDNO, Case # 99C1862,  Re: Unpaid invoices in the amount of $15,741.55
          plus interest and legal fees.

     16.  MANNESMANN PIPE & STEEL VS. CMC, Superior Court of California,  County
          of Los Angeles, Case # BS059323,  Re: Unpaid invoices in the amount of
          $42,000.37 plus interest.

     17.  ROLLINS LEASING  CORPORATION VS. AMS, District Court of Washington for
          Clark County, Case # 2659034,  Re: Unpaid rental charges in the amount
          of $9,482.25 plus interest and legal fees.

     18.  CAMPBELL  INVESTORS,  ET AL, VS. TPSS,  Court of Common Pleas of Lucas
          County,  Ohio,  Case #  CI-01999-3672,  Re: Transfer of life insurance
          policy to Mr. Keller in partial  satisfaction of his claims.  TPSS has
          recorded  an  obligation  regarding  this  matter  in  the  amount  of
          $100,000.00

     19.  EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (OHIO) VS. TPSS & CDNO, Charge
          # 220A00018,  Re: Age  discrimination  in  employment  as filed by Mr.
          Keller.

     20.  FIRST ENERGY CORP.  AND THE TOLEDO EDISON  COMPANY VS. TPSS,  Court of
          Common Pleas for Lucas County, Ohio, Case # CIO 199904227,  Re: Unpaid
          invoices amounting to $129,433.15 plus interest and legal fees.

     21.  DANAT INVESTMENT  COMPANY VS CDNO,  Superior Court State of California
          for the County of Los  Angeles,  Case  #YS007640,  RE:  Unpaid rent of
          $371,827.69 plus interest and legal fees.

          The Company is involved from time to time in other routine  litigation
          and  claims  that  are  incidental  to  its  businesses.   It  is  not
          anticipated by management  that such litigation and claims will have a
          material  adverse  effect  on  the  Company's  consolidated  financial
          condition.

<PAGE>

Item 2. Changes in Securities

During the quarter ended  September 30, 1999,  the Company  issued the following
common shares:

                                                               Number
                   Description                                 Shares
---------------------------------------------------         -----------
Issued to various noteholders of the 10%
convertible notes for $1,199,000 in conversions
and $44,583 in accrued interest                              32,601,156

Issued to a noteholder in order to extend the
maturity date                                                 1,000,000

Issued to an individual for consulting fees                   2,500,000
                                                             ----------
        Total additional shares issued                       36,101,156

All of the above issuances were exempt from registration  under Sections 4(2) of
the  Securities Act of 1933, as amended except for conversion of notes that were
exempt under Section 3(a) (9) of the Securities Act of 1933, or amended.

Item 3. The Company is currently in default with the following senior lenders:

                                                         September 30, 1999
                                                               Unpaid
               Names                                           Balance
---------------------------------------------------      ------------------
Congress Financial Corporation                               $ 2,348,537
Finova Capital Corporation - A and B Loans                   $ 2,503,975
National Bank of Canada and Finova Capital
 Corporation Line of Credit                                  $    83,380


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits to be filed:

    Exhibit No.         Description
       27.1        Financial Data Schedule.

(b) Reports on Form 8-K:


Form 8-K of the  Company,  filed on August  23,  1999,  reporting  in Item 3 the
appointment  of a receiver  for the  Company's  wholly  owned  subsidiary,  TPSS
Acquisition  Corporation,  in  Item  4 a  change  in  the  Company's  certifying
accountant,  and in Item 5 that  the  Company's  three  subsidiaries  are  being
liquidated by their senior lenders with the acquiescence of the Company.

Form 8-K of the Company,  filed on September  27, 1999,  reporting in Item 2 the
general  assignment  for  the  benefit  of  creditors  by two  of the  Company's
wholly-owned subsidiaries, Capitol Metals Co. and Angeles Metal Trim Co.

Form 8-K/A of the Company filed on September 23, 1999,  containing the letter of
the Company's former certifying accountant.


<PAGE>



                                    SIGNATURE

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

                                  Consolidated Capital of North America, Inc.
                                  (Registrant)






Date:  November 22, 199  9        BY:    /S/ Donald R. Jackson
                                  ------------------------------------------
                                     Donald R. Jackson
                                     Treasurer


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