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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(1)
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
(CUSIP Number)
JANUARY 7, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
- ----------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 7 Pages
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<S> <C> <C>
CUSIP NO. 595077108 SCHEDULE 13G PAGE 2 OF 7 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ProFutures Special Equities Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) / /
Not Applicable (b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
5. SOLE VOTING POWER
NUMBER OF
8,698,500
SHARES
6. SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
8,698,500
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,698,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.27%
12. TYPE OF REPORTING PERSON
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
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SCHEDULE 13G
Item 1(a). Name of Issuer:
Consolidated Capital of North America, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
410 17th Street - Suite 400
Denver, Colorado 80202
Item 2(a). Name of Person Filing:
ProFutures Special Equities Fund, L.P.
Item 2(b). Address of Principal Business Office or, if none, residence:
11612 Bee Cave Road - Suite 100
Austin, TX 78733
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of
the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19)
of the Exchange Act.
(d) / / Investment company registered under Section 8 of
the Investment Company Act.
Page 4 of 7 Pages
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(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) / / An employment benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the
definition of investment company under Section 3(c)
(14) of the Investment Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)
(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. /X/
Item 4. Ownership:
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
8,698,500
(b) Percent of class:
18.27%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 8,698,500
(ii) Shared power to vote or to direct the vote: None
Page 5 of 7 Pages
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(iii) Sole power to dispose or to direct the disposition
of: 8,698,500
(iv) Shared power to dispose or to direct the
disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: January 14, 1999
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc.,
a General Partner
By: /s/ GARY D. HALBERT
---------------------------------
Gary D. Halbert, President
Page 7 of 7 Pages
