<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          September 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: 15,872,121 shares of common
stock, $.0001 par value, as of October 29, 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 September 30, 1997


                                Table of Contents

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

                  Item 1.    Financial Statements (unaudited)

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

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

                             Consolidated Statements of Operations for the nine
                             months ended September 30, 1997 and 1996                              6

                             Consolidated Statements of Cash Flows for the
                             nine months ended September 30, 1997 and 1996                         7

                             Notes to Financial Statements                                         8

                  Item 2.    Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                                           11


  Part II.        OTHER INFORMATION

                  Item 6.    Exhibits and Reports on Form 8-K                                     15

</TABLE>



                                       2
<PAGE>   3
                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                           CONSOLIDATED BALANCE SHEETS

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

<TABLE>
<CAPTION>

                                                  September 30,      December 31,
                                                      1997                1996
                                                  -------------      ------------
                         ASSETS

<S>                                                <C>                <C>       
Current assets:
  Cash                                             $  356,660         $   26,937
  Accounts receivable, less allowance
     for doubtful accounts of $194,741              2,129,492               --
  Inventories, net                                  1,062,049               --
  Prepaid expenses and other                          192,094               --
  Assets held for sale                                   --              131,125
                                                   ----------         ----------
     Total current assets                           3,740,295            158,062

Property and equipment, net of
   accumulated depreciation of $161,925             2,084,090               --

Goodwill, net                                       2,191,963               --

Other assets                                          275,561               --
                                                   ----------         ----------

   Total assets                                    $8,291,909         $  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)

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

<TABLE>
<CAPTION>

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

Current liabilities:
   Accounts payable                                            $ 3,773,468          $    24,632
   Accrued liabilities                                             270,137               36,000
   Current portion of long-term debt                               313,033                 --
   Notes payable to affiliates                                     550,000                 --
   Other                                                           293,261               20,000
                                                               -----------          -----------
     Total current liabilities                                   5,199,899               80,632
                                                               -----------          -----------

Long-term debt - less current portion                            3,577,114                 --
                                                               -----------          -----------

Stockholders' equity:
   Preferred stock Series A, par value $.01 per share:
     Authorized - 10,000,000 shares, none issued                      --                   --
   Preferred stock Series B, par value $.01 per share:
     Authorized - 5,000,000 share, none issued                        --                   --
   Common stock, par value $.0001 per share:
     Authorized - 50,000,000 shares, 15,862,121
     and 1,570,546 shares outstanding, respectively                  1,586                  157
   Additional paid-in capital                                    2,023,294              855,756
   Accumulated deficit                                          (2,509,984)            (778,483)
                                                               -----------          -----------

     Total stockholders' equity                                   (485,104)              77,430
                                                               -----------          -----------

       Total liabilities and stockholders' equity              $ 8,291,909          $   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 SEPTEMBER 30, 1997 AND 1996
                                   (unaudited)


<TABLE>
<CAPTION>
                                                 1997                   1996
                                             ------------          ------------

<S>                                          <C>                   <C>         
Revenue:
   Sale of real estate                       $       --            $    668,250
   Net sales                                    4,164,102                  --
                                             ------------          ------------
     Total revenue                              4,164,102               668,250
                                             ------------          ------------

Cost of goods sold:
   Real estate                                       --                 345,016
   Other                                        3,499,007                  --
                                             ------------          ------------
     Total cost of goods sold                   3,499,007               345,016
                                             ------------          ------------

Gross profit                                      665,095               323,234
                                             ------------          ------------

Operating expenses:
   Selling and shipping                           580,227                  --
   General and administrative                     613,071                23,562
   Depreciation and amortization                  128,403                 4,813
                                             ------------          ------------
     Total expenses                             1,321,701                28,375
                                             ------------          ------------

       Profit (loss) from operations             (656,606)              294,859
                                             ------------          ------------

Other income (expense):
   Interest expense                              (169,323)               (2,877)
   Other                                           19,409              (144,685)
                                             ------------          ------------
                                                 (149,914)             (147,562)
                                             ------------          ------------

     Net income (loss)                       $   (806,520)         $    147,297
                                             ============          ============

     Net income (loss) per share             $       (.05)         $        .10
                                             ============          ============

Weighted average number of
   common shares outstanding                   15,817,882             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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (unaudited)


<TABLE>
<CAPTION>
                                                 1997                  1996
                                             ------------          ------------

<S>                                          <C>                   <C>         
Revenue:
   Sales of real estate                      $       --            $    668,250
   Net sales                                   14,618,684                  --
                                             ------------          ------------
     Total revenue                             14,618,684               668,250
                                             ------------          ------------

Cost of goods sold:
   Real estate                                       --                 346,591
   Other                                       12,068,261                  --
                                             ------------          ------------
     Total cost of goods sold                  12,068,261               346,591
                                             ------------          ------------


Gross profit                                    2,550,423               321,659
                                             ------------          ------------

Operating expenses:
   Selling and shipping                         1,809,027                  --
   General and administrative                   1,833,684                58,507
   Depreciation and amortization                  328,970                 6,166
                                             ------------          ------------
     Total expenses                             3,971,681                64,673
                                             ------------          ------------

       Profit (loss) from operations           (1,421,258)              256,986
                                             ------------          ------------

Other income (expense):
   Interest expense                              (397,319)               34,207
   Other                                           87,076              (165,159)
                                             ------------          ------------
                                                 (310,243)             (130,952)
                                             ------------          ------------

     Net income (loss)                       $ (1,731,501)         $    126,034
                                             ============          ============

     Net income (loss) per share             $       (.12)         $        .08
                                             ============          ============

Weighted average number of
   common shares outstanding                   14,671,792             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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                     1997                  1996
                                                                  -----------          -----------

<S>                                                               <C>                  <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              $(1,731,501)         $   126,034
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operations:
       Amortization and depreciation                                  328,970                6,166
       Gain (loss) on sale of assets                                   (1,000)               1,750
       Noncash interest expense                                       149,567                 --
       Minority interest gain                                            --                153,306
       Change in assets and liabilities:
         Accounts receivable, net                                     388,589              (12,543)
         Inventories, net                                             912,090              284,687
         Prepaid expenses and other                                  (159,738)                --
         Other assets                                                (187,463)                --
         Accounts payable and accrued liabilities                     410,238               36,656
         Other liabilities                                            273,261                 --
                                                                  -----------          -----------
            Net cash provided by operating activities                 383,013              596,056
                                                                  -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of business, net of cash acquired                        (939,197)                --
   Purchase of property and equipment                                 (94,463)                --
   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                                 --                 10,514
   Advance to related parties                                            --                 (6,187)
                                                                  -----------          -----------
            Net cash used in investing activities                    (933,660)            (408,973)
                                                                  -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                                 931,731                 --
   Principal payments on long-term debt                            (1,033,262)            (193,000)
   Principal payments on note payable to former officer              (285,000)              (1,000)
   Advances from related parties                                         --                 12,000
   Proceeds from notes payable to affiliates                          300,000                 --
   Proceeds from issuance of common stock, net of costs               966,901                 --
                                                                  -----------          -----------
            Net cash provided by (used in) financing activities       880,370             (182,000)
                                                                  -----------          -----------

NET INCREASE IN CASH                                                  329,723                5,083

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

CASH AT END OF PERIOD                                             $   356,660          $    11,577
                                                                  ===========          ===========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:
     Cash paid during the period for interest                     $   261,017          $       805
                                                                  ===========          ===========
NONCASH FINANCING ACTIVITIES:
   Issuance of common stock for loan fees                         $   201,101          $      --
                                                                  ===========          ===========
</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

                               SEPTEMBER 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 September 30, 1997 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.

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
$167,045 as of September 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)

                               SEPTEMBER 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.

During the third quarter of 1997, Angeles was not in compliance with the working
capital requirements of the Union Bank loan agreement. During November 1997,
Angeles obtained from Union Bank a waiver of this financial covenant through
December 31, 1997.

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.



                                       9
<PAGE>   10
                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997
                                   (unaudited)


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               $2,359,586
               1999                  782,492
               2000                  399,902
               2001                   35,134
                                  ---------- 
                                  $3,577,114
                                  ==========
</TABLE>



                                       10
<PAGE>   11

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 intended 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 was 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. During September 1997, the Company
determined not to proceed with the transaction at that time. During October
1997, CMC filed for protection under the Federal bankruptcy laws. The Company
has submitted a proposal with the bankruptcy court to acquire certain assets of
CMC. The Company has incurred $162,230 of deferred costs, consisting of legal
and accounting fees and related out of pocket costs in connection with this
proposed acquisition.

As described in "Liquidity, Capital Resources and Financial Condition," the
Company is experiencing substantial liquidity difficulties and 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. The Company is pursuing
a number of alternatives to meet its working capital needs. The Company is
seeking to obtain substantial additional capital through the sale of common
and/or preferred shares and through financings related to strategic acquisitions
or business combinations involving the Company. 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 capital. The failure to secure
the additional capital may have significant negative impact on the operations
of the Company.



RESULTS OF OPERATIONS

The Company reported net sales of $4,164,102 from its steel fabrication
activities during the three months ended September 30, 1997. Cost of goods sold
totaled $3,499,007, resulting in a gross profit of $665,095, or 16% of net
sales. This gross profit was not sufficient to cover the selling and shipping,
general and administrative and depreciation and amortization expenses of
$1,321,701 that

                                       11
<PAGE>   12

were incurred during the period. As a result, the Company incurred a loss from
operations of $656,606. Interest expense for the period totaled $169,323 and the
Company reported $19,409 of mostly income from sales of scrap. The net loss for
the three months ended September 30, 1997 was $806,520, or $.05 per share.

The Company reported net sales of $14,618,684 from its steel fabrication
activities during the nine months ended September 30, 1997. Cost of goods sold
totaled $12,068,261, resulting in a gross profit of $2,550,423, or 17% of net
sales. This gross profit was not sufficient to cover the selling and shipping,
general and administrative and depreciation and amortization expenses of
$3,971,681 that were incurred during the period. As a result, the Company
incurred a loss from operations of $1,421,258. Interest expense for the period
totaled $397,319 and the Company reported $87,076 of mostly income from sales of
scrap. The net loss for the nine months ended September 30, 1997 was $1,731,501,
or $.12 per share.

The third quarter loss is approximately $400,000 higher than the second quarter
loss. This resulted from a reduction in sales by $960,000, which after
adjustment for cost of sales reduced gross income by $275,000. General and
administrative expenses rose in the third quarter by $98,000 primarily as a
result of an increase in consulting fees and additional travel and legal
expenses relating to a proposed sale of preferred stock during the third quarter
which was not consummated. There was also an increase in interest expense of
$19,000, a reduction in scrap sales of $20,000 and a reduction in selling and
shipping expenses of $21,000 in the third quarter.

A comparison of operating results for the three and nine month periods ended
September 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 September 30, 1997, the Company had a deficit in working capital of
$1,459,604 as compared to the working capital at December 31, 1996 of $77,430,
which was prior to the Merger, working capital at March 31, 1997 of $277,246,
and working capital at June 30, 1997 at a deficit of $216,304. Stockholder's
equity as of September 30, 1997 is at a deficit of $485,104. As described
further below, the Company is experiencing substantial liquidity difficulties
and 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.

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



                                       12
<PAGE>   13

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 the third quarter of 1997, Angeles was not in compliance with the working
capital requirements of the Union Bank loan agreement. During November 1997,
Angeles obtained from Union Bank a waiver of this financial covenant through
December 31, 1997.

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 41.2% of the
Company's outstanding common shares and all of the Company's directors have a
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.

On August 21, 1997, the Company borrowed an additional $250,000 from SPFG on a
short term basis with an extended due date of December 15, 1997. The Company
issued 60,000 of its common shares in connection with this loan. Interest on
this note is 12% per annum, payable monthly in arrears on the first day of each
month starting September 1, 1997.

The Company borrowed an additional $50,000 from ERB, as evidenced by a
promissory note dated July 8, 1997, with an extended due date of December 15,
1997. The note bears interest at 15% per annum, payable with the principal
balance at the due date. This loan is subject to the security and guarantees
described above with respect to the $309,000 loan.

The Company is experiencing substantial liquidity difficulties and needs to
raise additional capital to meet the Company's needs and to satisfy the
Company's obligations through the end of the current


                                       13
<PAGE>   14

fiscal year. The Company is pursuing a number of alternatives to meet is working
capital needs. The Company is seeking to obtain substantial additional capital
through the sale of common and/or preferred shares and through financings,
related to strategic acquisitions or business combinations involving the
Company. 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 capital. The Company believes it may be unable to fund ongoing
operating requirements solely through operating cash flows and funds available
under the Union Bank Facility and therefore the inability to secure the
additional capital may have a significant negative impact on the operations of
the Company.

Additional capital may also be needed to fund future capital expenditures
relating to the development of the business of the Company. To fund such needs
the Company may be required to obtain additional lines of credit or make
periodic offerings or private placements in order to meet the liquidity needs of
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.

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.


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 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.




                                       14
<PAGE>   15
                           Part II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits to be filed:


                  Exhibit No.             Description

                   3.3              Articles of Amendment to Articles of
                                    Incorporation as of August 12, 1997.

                   3.4              By-Laws Revised and Amended as of August 26,
                                    1997

                   10.33            Loan Agreement and Term Note, dated as of
                                    August 21, 1997, between Consolidated
                                    Capital of North America, Inc. and Stone
                                    Pine Financial Group, LLC.

                   10.34            Amendment to Term Note dated August 21,
                                    1997.

                   10.35            Promissory Note, dated July 8, 1997, between
                                    ERB Acquisition Group, LLC and Consolidated
                                    Capital of North America, Inc.

                   10.36            Amendment to Promissory Note dated July 8,
                                    1997.

                   10.37            Consolidated Capital of North America, Inc.
                                    1997 Stock Incentive Plan.

                   10.38            Consolidated Capital of North America, Inc.
                                    Form of Incentive Stock Option Agreement for
                                    Grants to Employees.

                   10.39            Consolidated Capital of North America, Inc.
                                    Form of Non-Qualified Stock Option Agreement
                                    for Grants to Employees.

                   10.40            Consolidated Capital of North America, Inc.
                                    Form of Non-qualified Stock Option Agreement
                                    for Grants to Non-Employees

                   27.1             Financial Data Schedule.


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



                                       15
<PAGE>   16
                                    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 19, 1997            By:    /s/ Paul Bagley
                                          -----------------------------------
                                          Paul Bagley
                                          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)




                                       16
<PAGE>   17
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.    Description                                                    Page
-----------    -----------                                                    -----
   <S>         <C>
    3.3        Articles of Amendment to Articles of Incorporation as of
               August 12, 1997.

    3.4        By-Laws Revised and Amended as of August 26, 1997.

   10.33       Loan Agreement and Term Note, dated as of August 21, 1997,
               between Consolidated Capital of North America, Inc. and Stone
               Pine Financial Group, LLC.

   10.34       Amendment to Term Note dated August 21, 1997.

   10.35       Promissory Note, dated July 8, 1997, between ERB Acquisition
               Group, LLC and Consolidated Capital of North America, Inc.

   10.36       Amendment to Promissory Note dated July 8, 1997.

   10.37       Consolidated Capital of North America, Inc. 1997 Stock
               Incentive Plan.

   10.38       Consolidated Capital of North America, Inc. Form of Incentive
               Stock Option Agreement for Grants to Employees.

   10.39       Consolidated Capital of North America, Inc. Form of 
               Non-Qualified Stock Option Agreement for Grants to Employees.

   10.40       Consolidated Capital of North America, Inc. Form of 
               Non-qualified Stock Option Agreement for Grants to 
               Non-Employees

   27.1        Financial Data Schedule.
</TABLE>