<PAGE>   1
                                  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          June 30, 1997
                                         -----------------------

   [ ] 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: 15,792,121 shares of
common stock, $.0001 par value, as of August 6, 1997.

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




<PAGE>   2



                  Consolidated Capital of North America, Inc.
                    Quarterly Report on Form 10-QSB for the
                          Quarter Ended June 30, 1997


                               Table of Contents

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
  <S>                                                                                             <C>
  Part I.         FINANCIAL INFORMATION

                  Item 1.    Financial Statements (unaudited)

                             Consolidated Balance Sheets - June 30, 1997
                             and December 31, 1996                                                 3

                             Consolidated Statements of Operations for the
                             three months ended June 30, 1997 and 1996                             5

                             Consolidated Statements of Operations for the six
                             months ended June 30, 1997 and 1996                                   6

                             Consolidated Statements of Cash Flows for the
                             six months ended June 30, 1997 and 1996                               7

                             Notes to Financial Statements                                         8

                  Item 2.    Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                                            10


  Part II.        OTHER INFORMATION

                  Item 6.    Exhibits and Reports on Form 8-K                                      14
</TABLE>



                                       2
<PAGE>   3

                         Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                            June 30,     December 31,
                                              1997           1996
                                           ----------     ----------
<S>                                        <C>            <C>       
                                    ASSETS
Current assets:
Cash                                       $   55,335     $   26,937
  Accounts receivable, less allowance
     for doubtful accounts of $239,774      2,281,197              -
  Inventories, net                          1,366,133              -
  Prepaid expenses and other                  122,110              -
  Assets held for sale                              -        131,125
                                           ----------     ----------
     Total current assets                   3,824,775        158,062

Property and equipment, net of
   accumulated depreciation of $92,472      2,119,095              -

Goodwill, net                               2,250,913              -

Other assets                                   41,029              -
                                           ----------     ----------

   Total assets                            $8,235,812     $  158,062
                                           ==========     ==========
</TABLE>




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



                                       3
<PAGE>   4

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                         June 30,        December 31,
                                                           1997              1996
                                                        -----------      -----------
<S>                                                     <C>              <C>        
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                     $ 3,269,822      $    24,632
   Accrued liabilities                                       68,383           36,000
   Current portion of long-term debt                        305,513                -
   Note payable to affiliate                                250,000                -
   Other                                                    147,361           20,000
                                                        -----------      -----------
     Total current liabilities                            4,041,079           80,632
                                                        -----------      -----------

Long-term debt - less current portion                     4,000,041                -
                                                        -----------      -----------

Stockholders' equity:
   Preferred stock, par value $.01 per share:
     Authorized - 10,000,000 shares, none issued                  -                -
   Common stock, par value $.0001 per share:
     Authorized - 50,000,000 shares, 15,772,121
     and 1,570,546 shares outstanding, respectively           1,577              157
   Additional paid-in capital                             1,896,579          855,756
   Accumulated deficit                                   (1,703,464)        (778,483)
                                                        -----------      -----------

     Total stockholders' equity                             194,692           77,430
                                                        -----------      -----------

       Total liabilities and stockholders' equity       $ 8,235,812      $   158,062
                                                        ===========      ===========
</TABLE>



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



                                       4
<PAGE>   5

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                             1997              1996
                                         ------------      ------------
<S>                                      <C>               <C>         
Revenue:
   Sale of real estate                   $          -      $    668,250
   Net sales                                5,124,435                 -
                                         ------------      ------------
     Total revenue                          5,124,435           668,250
                                         ------------      ------------

Cost of goods sold:
   Real estate                                      -           345,016
   Other                                    4,184,732                 -
                                         ------------      ------------
     Total cost of goods sold               4,184,732           345,016
                                         ------------      ------------

Gross profit                                  939,703           323,234
                                         ------------      ------------

Operating expenses:
   Selling and shipping                       601,934                 -
   General and administrative                 515,352            23,562
   Depreciation and amortization              112,926             4,813
                                         ------------      ------------
     Total expenses                         1,230,212            28,375
                                         ------------      ------------

       Profit (loss) from operations         (290,509)          294,859
                                         ------------      ------------

Other income (expense):
   Interest expense                          (149,998)           (2,877)
   Other                                       39,716          (144,685)
                                         ------------      ------------
                                             (110,282)         (147,562)
                                         ------------      ------------

     Net income (loss)                   $   (400,791)     $    147,297
                                         ============      ============

      Net income (loss) per share        $       (.03)     $        .10
                                         ============      ============

Weighted average number of
   common shares outstanding               15,752,713         1,529,546
                                         ============      ============
</TABLE>





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



                                       5
<PAGE>   6

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                             1997              1996
                                         ------------      ------------
<S>                                      <C>               <C>         
Revenue:
   Sales of real estate                  $          -      $    668,250
   Net sales                               10,454,582                 -
                                         ------------      ------------
     Total revenue                         10,454,582           668,250
                                         ------------      ------------

Cost of goods sold:
   Real estate                                      -           346,591
   Other                                    8,569,254                 -
                                         ------------      ------------
     Total cost of goods sold               8,569,254           346,591
                                         ------------      ------------


Gross profit                                1,885,328           321,659
                                         ------------      ------------

Operating expenses:
   Selling and shipping                     1,228,800                 -
   General and administrative               1,220,613            39,048
   Depreciation and amortization              200,567             6,166
                                         ------------      ------------
     Total expenses                         2,649,980            45,214
                                         ------------      ------------

       Profit (loss) from operations         (764,652)          276,445
                                         ------------      ------------

Other income (expense):
   Interest expense                          (227,996)           (8,227)
   Other                                       67,667          (133,427)
                                         ------------      ------------
                                             (160,329)         (141,654)
                                         ------------      ------------

     Net income (loss)                   $   (924,981)     $    134,791
                                         ============      ============

     Net income (loss) per share         $       (.07)     $        .09
                                         ============      ============

Weighted average number of
   common shares outstanding               14,089,254         1,529,546
                                         ============      ============
</TABLE>







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


                                       6
<PAGE>   7


                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                1997           1996
                                                              ---------      ---------
<S>                                                           <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                          $(924,981)     $ 134,791
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operations:
       Amortization and depreciation                            200,567          6,166
       Gain (loss) on sale of assets                             (1,000)         1,750
       Noncash interest expense                                  51,563              -
       Minority interest gain                                         -        147,050
       Change in assets and liabilities:
         Accounts receivable, net                               236,884         (6,540)
         Inventories, net                                       608,006        284,687
         Prepaid expenses and other                             (89,754)             -
         Other assets                                            18,350              -
         Accounts payable and accrued liabilities              (295,162)        28,428
         Other liabilities                                      127,361              -
                                                              ---------      ---------
            Net cash used in operating activities               (68,166)       596,332
                                                              ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of business, net of cash acquired                  (939,197)             -
   Purchase of property and equipment                           (60,015)             -
   Notes receivable from land sales                                   -       (605,750)
   Proceeds from sale of assets held for sale                   100,000          2,450
   Collection of notes receivable                                     -        190,000
   Payment receives from related parties                              -          5,480
   Advance to related parties                                         -         (6,187)
                                                              ---------      ---------
     Net cash used in investing activities                     (899,212)      (414,007)
                                                              ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                           931,731              -
   Principal payments on long-term debt                        (617,856)      (193,000)
   Principal payments on note payable to former officer        (285,000)             -
   Advances from related parties                                      -         12,000
   Proceeds from issuance of common stock, net of costs         966,901              -
                                                              ---------      ---------
     Net cash provided by (used in) financing activities        995,776       (181,000)
                                                              ---------      ---------

NET INCREASE IN CASH                                             28,398          1,325

CASH AT BEGINNING OF PERIOD                                      26,937          6,494
                                                              ---------      ---------

CASH AT END OF PERIOD                                         $  55,335      $   7,819
                                                              =========      =========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:
     Cash paid during the period for interest                 $ 164,410      $   8,227
                                                              =========      =========
NONCASH FINANCING ACTIVITIES:
   Issuance of common stock for loan fees                     $  74,479      $      -
                                                              =========      =========
</TABLE>



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



                                       7
<PAGE>   8

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1997
                                  (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 subsidiaries, after elimination of all significant intercompany
transactions, accounts and profits. These statements include all adjustments
(consisting solely of normal recurring adjustments) which, in the opinion of
management, are necessary to fairly present the financial position of the
Company as of June 30, 1997 and the results of its operations and its cash
flows for the three months then ended. The results of operations for this
interim period are not necessarily indicative of results to be expected for the
full year.

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, 1996. Certain prior year amounts have been
reclassified to conform with the current period presentation.


2.       BUSINESS ACTIVITIES

On January 21, 1997, Consolidated Land & Cattle Company, a subsidiary of the
Company, merged with Angeles Acquisition Corp., a privately held company (the
"Merger"). Angeles Acquisition Corp. survived the Merger and became a wholly
owned subsidiary of the Company. In the Merger transaction, the Company issued
8,638,003 new common shares to the sole stockholder of Angeles Acquisition
Corp. Concurrent with the Merger, the Company also sold 5,496,911 shares of
common stock for cash, in a private transaction exempt from registration under
Regulation S of the Securities Act of 1933, as amended, for an aggregate
purchase price of $1,000,000.

Prior to the Merger, Angeles Acquisition Corp. acquired Angeles Metal Trim Co.
and Subsidiary ("Angeles") for approximately $4.3 million, including related
fees and expenses. Angeles fabricates and sells steel framing materials for
commercial and residential structures.

Prior to January 21, 1997, the Company's operations were exclusively in the
real estate business. Since January 21, 1997, the Company has sold all of its
real estate related assets, and intends to focus its future business activities
on the steel frame building business and complementary businesses.

The net assets acquired by the Company as a result of the Merger were recorded
at an amount based upon the purchase price for the acquisition of Angeles.
Goodwill, representing the excess of the purchase price over the fair value of
the net identifiable tangible assets acquired, is being amortized on a
straight-line basis over ten years. Accumulated amortization amounted to
$108,045 as of June 30, 1997. The tangible depreciable assets acquired in the
Merger are being depreciated over their useful lives using the straight line
method after giving consideration to salvage value.




                                       8
<PAGE>   9

                  CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1997
                                  (unaudited)

3.       LONG-TERM DEBT

In connection with the Merger, Angeles incurred bank debt of approximately $4.2
million during January 1997 under two separate bank notes. $1 million of the
debt proceeds was utilized for the repayment of previously outstanding
indebtedness of Angeles and $3.2 million was utilized in connection with the
Merger.

Under the first note, Angeles borrowed $1.4 million at a fixed interest rate of
9.78%. The note is payable in 48 monthly installments commencing February 17,
1997 and is collateralized by all of Angeles' equipment and rolling stock.

Under the terms of the second note, Angeles can borrow up to $4.0 million,
limited to the amount of eligible accounts receivable and inventory. This
revolving line of credit bears interest, which is payable monthly, at a
variable rate equal to 2% per annum over the bank's LIBOR-Rate. The current
interest rate is 8.5%. The principal of the note is payable, in its entirety,
during December 1998 and the note is collateralized by all of Angeles' accounts
receivable, inventory and intangibles. The note was initially guaranteed by
Angeles Acquisition Corp. The note agreement contains a number of financial
covenants and Angeles was not in compliance with certain of these covenants
during the first quarter of 1997. During April 1997, Angeles and the bank
entered into an amendment to the loan agreement pursuant to which certain
covenants were amended and/or waived through December 31, 1997. In addition,
the Company agreed to also guaranty the repayment of the note.

There are no compensating balance requirements under either of these two
financing arrangements.

During April 1997, Angeles borrowed $300,000 from an affiliate of the Company's
major shareholder. Angeles agreed to pay a facility fee of $9,000, which was
added to the principal balance of the note, and the Company has issued 50,000
of its common shares to the lender and will issue 10,000 common shares on the
first day of each month commencing July 1, 1997 until the note is repaid in
full. The note bears interest at 12% per annum, payable monthly in arrears
beginning May 1, 1997. The principal of the note is due, in its entirety,
during April 1999. While the note agreement provides that the note may be
prepaid at any time at the option of Angeles, any prepayment of the note is
currently prohibited by the terms of the amended bank note agreement discussed
above.

During June 1997, Angeles borrowed $107,000 from an affiliate of the Company's
major shareholder. Angeles agreed to pay a commitment fee of $3,120, which was
added to the principal balance of the note and the Company has issued 16,666 of
its common shares to the lender. The note bears interest at 12% per annum,
payable monthly in arrears, beginning July 1, 1997. The principal of the note
is due, in its entirety, during June 1999. Angeles has the option to prepay the
note, without penalty, at any time.

The following is a schedule by year of the maturities of the long-term portion
of these notes:

<TABLE>
<CAPTION>
              Year ending
              December 31,                       Amount
              ------------                       ------
                  <S>                           <C>
                  1998                          $2,782,513
                  1999                             782,492
                  2000                             399,902
                  2001                              35,134
                                                ----------
                                                $4,000,041
                                                ==========
</TABLE>



                                       9
<PAGE>   10

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.

INTRODUCTION AND PLAN OF OPERATION

Prior to January 21, 1997, the Company's operations were exclusively in the
real estate business. On January 21, 1997, Consolidated Land & Cattle Company,
a subsidiary of the Company, merged with Angeles Acquisition Corp., a privately
held company. Angeles Acquisition Corp. survived the Merger and became a wholly
owned subsidiary of the Company. In the Merger transaction, the Company issued
8,638,003 new common shares to the sole stockholder of Angeles Acquisition
Corp. Concurrent with the Merger, the Company also sold 5,496,911 shares of
common stock for cash, in a private transaction exempt from registration under
Regulation S of the Securities Act of 1933, as amended, for an aggregate
purchase price of $1,000,000.

Prior to the Merger, Angeles Acquisition Corp. acquired Angeles Metal Trim Co.
and Subsidiary for approximately $4.3 million, including related fees and
expenses. Angeles fabricates and sells steel framing materials for commercial
and residential structures.

Since January 21, 1997, the Company has sold all of its real estate related
assets, and intends to focus its future business activities on the steel frame
building business and complementary businesses. Acquisition plans, capital
needs and the Company's plans to raise addition capital are described below
under "Liquidity, Capital Resources and Financial Condition".

During April 1997, the Company entered into a non-binding letter of intent to
acquire all of the assets of Capitol Metals Co., Inc. ("CMC"), a Los Angeles
based steel service and distribution center which specializes in the processing
of hot and cold rolled steel. The Company intends to acquire the assets of CMC
for consideration consisting of cash, stock and the assumption of debt with an
estimated value totaling approximately $13.7 million. The consummation of the
transaction is contingent upon a number of closing conditions, including the
negotiation and execution of the definitive agreement and the Company's ability
to secure financing for the transaction.

RESULTS OF OPERATIONS

The Company reported net sales of $5,124,435 from its steel fabrication
activities during the three months ended June 30, 1997. Cost of goods sold
totaled $4,184,732, resulting in a gross profit of $939,703, or 18.3% of net
sales. This gross profit was not sufficient to cover the selling and shipping,
general and administrative and depreciation and amortization expenses of
$1,230,212 that were incurred during the period. As a result, the Company
incurred a loss from operations of $290,509. Interest expense for the period
totaled $149,998 and the Company reported $39,716 of interest income and income
from sales of scrap. The net loss for the three months ended June 30, 1997 was
$400,791, or $.03 per share.

The Company reported net sales of $10,454,582 from its steel fabrication
activities during the six months ended June 30, 1997. Cost of goods sold
totaled $8,569,254, resulting in a gross profit of $1,885,328, or 18.0% of net
sales. This gross profit was not sufficient to cover the selling and shipping,
general and administrative and depreciation and amortization expenses of
$2,649,980 that were incurred during the period. As a result, the Company
incurred a loss from operations of $764,652. Interest expense for the period
totaled $227,996 and the Company reported $67,667 of interest income and income
from sales of scrap. The net loss for the six months ended June 30, 1997 was
$924,981, or $.07 per share.




                                       10
<PAGE>   11

A comparison of operating results for the three and six month periods ended
June 30, 1997 to the corresponding periods of the prior year has not been made
because such a comparison would not be meaningful given the Merger and the
resultant change in the Company's business activities.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

As of June 30, 1997, the Company had a deficit in working capital of $216,304
as compared to the working capital at December 31, 1996 of $77,430, which was
prior to the Merger.

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

Under the Union Bank Facility, Angeles can borrow up to a maximum of $4 million
determined by eligible accounts receivable and inventory and the compliance
with certain financial conditions. The Union Bank Facility is available,
subject to support by the appropriate levels of assets and compliance with the
applicable financial covenants, to provide financing for general corporate
purposes. The Union Bank Facility is due on December 15, 1998. Amounts drawn
under the Union Bank Facility bear interest at a base rate which is 2% per
annum over Union Bank's LIBOR-Rate for the interest period. The GE Term Loan is
payable in 48 monthly installments of principal and interest at a fixed rate of
9.78% per annum commencing February 17, 1997.

All of Angeles' equipment and rolling stock are pledged as security for the GE
Term Loan and all of Angeles' accounts receivable, inventory and intangibles
are pledged as security for the Union Bank Facility. The Union Bank Facility
was initially guaranteed by Angeles Acquisition Corp. The Union Bank Facility
agreement contains a number of financial covenants, including certain working
capital and profit requirements and limitations on total liabilities. Angeles
was not in compliance with certain of these loan covenants during the first
quarter of 1997. During April 1997, Angeles and Union Bank entered into an
amendment to the loan agreement pursuant to which certain of these covenants
were amended and/or waived through December 31, 1997. In addition, the Company
agreed to guaranty the repayment of the Union Bank Facility. A $5,000 fee was
paid to Union Bank in connection with the negotiation of this amendment.

During April 1997, ERB Acquisition Group, LLC, a Nebraska limited liability
company, ("ERB") loaned $300,000 to Angeles (the "ERB Loan"), which loan is
evidenced by a promissory note payable to ERB (the "ERB Note"). The ERB Loan
proceeds were used to repay a portion of the outstanding balance on the Union
Bank Facility.

In consideration of the ERB Loan, Angeles agreed to pay ERB a facility fee of
$9,000, which was added to the principal balance of the ERB Note, and the
Company agreed to issue 50,000 of its common shares to ERB upon such funding
and 10,000 common shares on the first day of each month commencing July 1, 1997
until the ERB Note is repaid in full. The ERB Note bears interest at 12% per
annum, payable monthly in arrears beginning May 1, 1997. The principal of the
ERB Note and any accrued and unpaid interest is due and payable on April 9,
1999. While the ERB Note agreement provides that the ERB Note may be prepaid at
any time at the option of Angeles, any prepayment of the ERB Note is currently
prohibited by the terms of the amended Union Bank Facility agreement.

The obligations under the ERB Loan were guaranteed by the Company and Stone
Pine Colorado, LLC. All of the assets of the Company and all of the assets of
Stone Pine Colorado, LLC, including the Company's common shares owned by Stone
Pine Colorado, LLC, have been pledged as security for the obligations under the
ERB Loan. Stone Pine Colorado, LLC is the owner of approximately 41% of the
Company's outstanding common shares and all of the Company's directors have a



                                       11
<PAGE>   12

financial interest in Stone Pine Colorado, LLC. Two of the Company's directors
also have a financial interest in ERB.

During June 1997, Stone Pine Financial Group, LLC, a Colorado limited liability
company ("SPFG") loaned $107,000 to Angeles (the "SPFG Loan"), which loan is
evidenced by a promissory note payable to SPFG (the "SPFG Note"). The SPFG Loan
proceeds were used to settle all obligations owed by Angeles to the former
majority shareholder/officer of Angeles other than rental payments due and
owing.

In consideration of the SPFG Loan, Angeles agreed to pay SPFG a commitment fee
of $3,210, which was added to the principal balance of the SPFG Note, and the
Company issued 16,666 of its common shares to SPFG upon such funding. The SPFG
Note bears interest at 12% per annum, payable monthly in arrears beginning July
1, 1997. The principal of the SPFG Note and any accrued and unpaid interest is
due and payable on June 18, 1999. Angeles has the option to prepay the SPFG
Note at any time. Two of the Company's directors also have a financial interest
in SPFG.

The Company needs to raise additional capital to meet the Company's needs and
to satisfy the Company's obligations through the end of the current fiscal year
based on the Company's current plan of operation. The Company is seeking to
obtain substantial additional capital through the sale of common and/or
preferred shares. The Company will need such additional capital for principal
and interest payments under the existing financing arrangements and for the
other obligations of the Company described herein, as well as for working
capital purposes. There can be no assurances that the Company will be
successful in obtaining this equity capital.

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

The Company also plans to engage in strategic acquisitions in addition to the
acquisition of CMC discussed above. As these investments are identified and
funds are needed to complete such acquisitions, additional funding will be
necessary.

During August 1997, the Company received a preliminary indication of interest
for the purchase of $7.5 million of newly issued convertible preferred stock of
the Company in a private transaction. It is anticipated that, if this
transaction is successfully consummated, it will be completed during August
1997. The Company is also in negotiations to enter into a similar transaction
with another entity for the purchase of $5 million of convertible preferred
stock during September 1997. Both transactions are subject to satisfactory due
diligence, negotiation and execution of definitive documentation by the parties
and satisfaction of all closing conditions applicable to such transactions.
Accordingly, there can be no assurance that either financing transaction will
be consummated. If the transactions are successfully consummated, the Company
plans to use a portion of the proceeds to complete the acquisition of CMC.

SAFE HARBOR STATEMENT

The Private Securities Litigation Reform Act of 1995 provides a new "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




                                       12
<PAGE>   13

results to differ materially include, among others: general economic
conditions, changes in laws and government regulations, fluctuations in demand
for the Company's products, the Company's ability to consummate strategic
acquisitions and the Company's ability to successfully finance any such future
acquisitions, as well as its current ongoing operations.



                                       13
<PAGE>   14

                           Part II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits to be filed:


<TABLE>
<CAPTION>
                Exhibit No.                Description
                -----------                -----------
                   <S>              <C>
                   10.30            Loan Agreement, dated as of June 18, 1997, 
                                    between Angeles Metal Trim Co.,
                                    Consolidated Capital of North America,
                                    Inc., and Stone Pine Financial Group, LLC.

                   10.31            Promissory Note, dated June 18, 1997, of 
                                    Angeles Metal Trim Co. in the principal
                                    amount of $110,210, payable to Stone Pine
                                    Financial Group, LLC.

                   10.32            Employment Agreement, dated as of April 10,
                                    1997, between Angeles Metal Trim Co. and
                                    Ronald F. Martin.

                   27.1             Financial Data Schedule.
</TABLE>


         (b)      The Registrant did not file any reports on Form 8-K during 
                  the second quarter of the fiscal year ending December 31, 
                  1997.




                                       14
<PAGE>   15

                                   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: August  14, 1997               By:    /s/ Thompson H. Rogers
                                            -----------------------------------
                                            Thompson H. Rogers
                                            Chairman of the Board and Director
                                            (Principal Executive Officer)






                                     By:     /s/ Donald R. Jackson
                                            -----------------------------------
                                            Donald R. Jackson
                                            Secretary, Treasurer, Chief 
                                            Financial Officer and Director 
                                            (Principal Financial and Accounting
                                            Officer)





<PAGE>   16



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.    Description                                                Page
-----------    -----------                                                ----
<S>            <C>                                                        <C>
10.30          Loan Agreement, dated as of June 18, 1997, between
               Angeles Metal Trim Co., Consolidated Capital of North
               America, Inc., and Stone Pine Financial Group, LLC.

10.31          Promissory Note, dated June 18, 1997, of Angeles Metal
               Trim Co. in the principal amount of $110,210, payable to
               Stone Pine Financial Group, LLC.

10.32          Employment Agreement, dated as of April 10, 1997,
               between Angeles Metal Trim Co. and Ronald F. Martin.

27.1           Financial Data Schedule.
</TABLE>