13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For The Quarter Ended September 30, 2000 Commission File Number 2-96042 CAPITAL BUILDERS DEVELOPMENT PROPERTIES, A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) California 77-0049671 State or other jurisdiction of I.R.S. Employer organization Identification No. 1130 Iron Point Road, Suite 170, Folsom, California 95630 (Address of Principal executive offices) (Zip Code) Registrant's telephone number, including area code: (916)353-0500 Former name, former address and former fiscal year, if changed since last year: 4700 Roseville Road, Suite 206, North Highlands, California 95660 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 PART 1 - FINANCIAL INFORMATION Capital Builders Development Properties (A California Limited Partnership) BALANCE SHEETS

~~June~~September 30, December 31, 2000 1999 ASSETS Cash and cash equivalents $351,~~061~~135,259 $23,679 Accounts receivable, net 703,~~078~~371 58,194 Investment property, held for sale, at cost, net of accumulated depreciation and amortization of $1,470,519 at ~~June~~December 3031, ~~2000~~1999 ~~and~~- ~~December~~- ~~31,~~- ~~1999~~- ~~4,537,654~~- 4,514,466 Lease commissions, net of accumulated amortization of $107,412 at ~~June~~December 3031, ~~2000,~~1999 ~~and~~- ~~December~~- ~~31,~~- ~~1999~~- ~~113,227~~- 87,948 Other assets, net of accumulated amortization of $~~90,919 and $~~71,538 at ~~June~~December 3031, ~~2000,~~1999 ~~and~~- ~~December~~- ~~31,~~- ~~1999,~~- ~~respectively~~- 79,~~865 79,~~518 Total assets $41,~~835~~138,~~885~~630 $4,763,805 LIABILITIES AND PARTNERS' CAPITAL/(DEFICIT) Notes payable $~~4,673,768~~ - - - - - $4,199,057 Loan payable to affiliate ~~109,236~~- - - - - 104,331 Accounts payable and accrued liabilities ~~110~~169,~~310~~022 489,667 Tenant deposits ~~47,211~~- - - - - 44,357 Total liabilities $4169,~~940,525~~022 $4,837,412 Commitments and contingencies Partners' Capital/(Deficit): General partner (5848,~~870~~128) (58,560) Limited partners ~~(45~~1,~~770)~~017,736 (15,047) Total partners' capital/(deficit) ($~~104~~969,~~640)~~608 ($73,607) Total liabilities and partner's capital/(deficit) $4 1,~~835~~138,~~885~~630 $ 4,763,805 See accompanying notes to the financial statements.

Capital Builders Development Properties (A California Limited Partnership) STATEMENTS OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30,

2000 1999 Three ~~Six~~Nine Three ~~Six~~Nine Months Months Months Months Ended Ended Ended Ended Revenues Rental and other ~~income~~ $~~247~~145,~~372~~593 $~~421~~567,~~649~~242 $~~132~~153,~~887~~801 $~~249~~403,~~343~~144 income Interest income ~~690~~3,673 ~~801~~4,474 ~~375~~164 ~~922~~1,086 Total revenues ~~248~~149,~~062~~266 ~~422~~571,~~450~~716 ~~133~~153,~~262~~965 ~~250~~404,~~265~~230 Expenses Operating expenses 3650,~~789~~907 75126,~~350~~257 3235,~~557~~258 67102,~~050~~308 Repairs and ~~maintenance 18~~15,~~113~~221 5066,~~943~~164 1418,~~480~~248 4563,~~144~~392 maintenance Property taxes 139,~~885~~102 2736,~~771~~873 1118,~~719~~768 2645,~~514~~282 Interest ~~130~~73,~~888~~334 ~~231~~304,~~016~~350 8298,~~361~~926 ~~167~~266,~~397~~323 General and ~~administrative~~ 21,~~563~~859 4970,~~022~~881 19,~~160~~038 4766,~~673~~711 administrative Depreciation and amortization 93,~~107~~036 1922,~~381~~417 4410,~~104~~329 8798,~~712~~041 Total expenses ~~230~~173,~~345~~459 ~~453~~626,~~483~~942 ~~204~~200,~~381~~567 642,057 Net loss from operations (24,193) (55,226) (46,602) (237,827) Gain from sale of investment property 1,098,441 1,~~490~~098,441 - - - - - - - - - - Net income/(loss) 171,~~717~~074,248 ~~(31~~1,~~033)~~043,215 (7146,~~119~~602) (~~191~~237,~~225~~827) Allocated to general partners ~~177~~10,742 ~~(310)~~10,432 (~~711~~466) (12,~~912~~378) Allocated to limited partners $171,~~540~~063,506 ($301,~~723)~~032,783 ($7046,~~408~~136) ($~~189~~235,~~313~~449) Net income/(loss) per limited partnership unit $177.2714 ($274.~~23)~~91 ($53.1135) ($1317.7308) Average units outstanding 13,787 13,787 13,787 13,787 See accompanying notes to the financial statements.

Capital Builders Development Properties (A California Limited Partnership) STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,

2000 1999 Cash flows from operating activities: Net income/(loss) ($311,~~033~~043,215) ($~~191~~237,~~225~~827) Adjustments to reconcile net loss to cash flows used in operating activities: Gain from sale of investment property (1,098,441) Depreciation and amortization 1922,~~381~~417 8798,~~712~~041 Changes in assets and liabilities (Increase~~)/Decrease~~ in accounts receivable (1113,~~884~~352) ~~7,812~~(777) Increase in leasing commissions (2545,~~279~~137) (4149,~~874~~961) ~~Decrease/(~~Increase) in other assets ~~987~~(714) (14,~~102~~887) (Decrease)/Increase in accounts payable and accrued liabilities (45119,~~545~~118) 1292,~~508~~153 (Decrease)/Increase in tenant deposits 2(44,~~854~~357) 1014,~~938~~316 Net cash used in operating activities (90255,~~519~~487) (~~115~~88,~~231~~942) Cash flows from investing activities: Improvements to investment properties (~~357~~375,~~000~~651) (33169,~~747~~003) Net proceeds from sale of building 6,066,821 - - - - - Net cash provided by/(used in) investing activities ~~(357~~5,~~000)~~691,170 (33169,~~747~~003) Cash flows from financing activities: Payments on notes & loan payables (204,~~355~~694,123) (20321,~~553~~179) Proceeds from notes & loan payables 495,066 ~~195~~657,~~304~~297 Payment of loan fees (20,715) (1147,~~584~~116) Payment of affiliate loan (109,236) - - - - - Proceeds on loans payable to affiliate 4,905 - - - - - Net cash (used in)/provided by financing activities ~~458~~(4,~~901~~324,103) ~~163~~289,~~167~~002 Net Increase in cash 11and cash equivalents 1,~~382~~111,580 1431,~~189~~057 Cash and cash equivalents, beginning of period 23,679 17,206 Cash and cash equivalents, end of period $351,~~061~~135,259 $3148,~~395~~263 Supplemental disclosure: Cash paid for interest $ ~~238~~304,~~928~~350 $ ~~167~~266,~~397~~323 Non cash investing and financing activity: Capital improvements financed through accounts payable and accrued liabilities $ ~~333~~132,~~812~~285 -$ -185,675 ~~- - -~~ See accompanying notes to the financial statements.

Capital Builders Development Properties (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS September 30, 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows: Basis of Accounting The financial statements of Capital Builders Development Properties (The "Partnership") are prepared on the accrual basis and therefore revenue is recorded as earned and costs and expenses are recorded as incurred. As of August 18, 2000, the Partnership adopted a plan to dissolve the Partnership at which point the partnership changed their method of accounting to the liquidation basis. Organization Capital Builders Development Properties, a California Limited Partnership, is owned under the laws of the State of California. The Managing General Partner is Capital Builders, Inc., a California corporation (CB). The Partnership is in the business of real estate development and is not a significant factor in its industry. The Partnership sold its remaining investment property on August 30, 2000 (see Note 2 for further discussion). Accounting Pronouncements On December 3, 1999, the Securities Exchange Commission staff issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB 101 summarizes certain of the staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB 101 was adopted on January 1, 2000. Management believes the adoption of SAB 101 did not have a material impact on the financial statements. Investment Properties On July 1, 1999, the Partnership's investment property was reclassified as a long-lived asset to be disposed of, and was subsequently sold on August 30, 2000 for $6,400,000. After payment of commissions and closing costs, the net sale proceeds were $6,066,821. The net sales proceeds less the investment property adjusted basis resulted in a gain of $1,098,441. In accordance with Financial Accounting Standard No. 34, Capitalization of Interest Cost, interest associated with borrowings used to fund construction in process have been capitalized in the amount of $28,615 and $-0-, respectively, for the nine months ended September 30, 2000 and 1999. Other Assets Included in other assets are loan fees, which are amortized over the life of the related note. Lease Commissions Lease commissions are no longer amortized over the related lease terms due to being an intangible directly related to the investment property, which was classified as held for sale, and subsequently sold on August 30, 2000. Income Taxes The Partnership does not provide for income taxes since all income or losses are reported separately on the individual partners' tax returns. Revenue Recognition Rental income is recognized on a straight-line basis over the life of the lease, which may differ from the scheduled rental payments. Net Income/(Loss) per Limited Partnership Unit The net income/(loss) per Limited Partnership unit is computed based on the weighted average number of units outstanding of 13,787 during the periods ending September 30, 2000 and 1999. Statement of Cash Flows For purposes of the statements of cash flows, the Partnership considers all short-term investments with a maturity, at date of purchase, of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - LIQUIDITY / Distribution of Sales Proceeds On August 30, 2000, the Partnership's investment property was sold for a sales price of $6,400,000, and a plan to dissolve the Partnership was adopted. The net proceeds to the Partnership after sales commissions and closing costs amounted to $6,066,821. As of September 30, 2000, the Partnership had paid all of its current obligations which were due, consisting of $4,803,359 in notes and affiliate loan payable, $119,118 in accounts payable, and tenant security deposits of $44,357. As of September 30, 2000, the Partnership has a remaining cash balance of $1,135,259. This balance will be used to pay the Partnership's future obligations of $169,022 (previously contracted Phase II tenant improvement and construction costs), plus additional costs incurred during the dissolution of the Partnership. Management estimates that the remaining cash to be distributed to the Limited Partners, after all partnership obligations are paid, will range from $950,000 to $965,000. This distribution is projected to be made prior to December 31, 2000. NOTE 3 - RELATED PARTY EXPENSE REIMBURSEMENT AND FEE ARRANGEMENT The Managing General Partner (Capital Builders, Inc.) and the Associate General Partners are entitled to reimbursement of expenses incurred on behalf of the Partnership and property management fees from the Partnership. The property management fee being charged prior to sale was 5% of gross rental revenues collected. All acquisition fees and expenses, all underwriting commissions, and all offering and organizational expenses which can be paid are limited to 20% of the gross proceeds from sales of Partnership units provided the Partnership incurs no borrowing to develop its properties. However, the Partnership Agreement provided for an increase to a maximum of 33% of the gross offering proceeds based upon the total acquisition and development costs, including borrowing. Since the formation of the Partnership, 27.5% of these fees were paid to the Partnership's related parties, leaving a remaining maximum of 5.5% ($379,143) of the gross offering proceeds. No additional fees (including the subordinated real estate commissions, the subordinated share of distribution and the remaining acquisition fees) will be payable based on the sale price obtained for the assets. The total management fees paid to the Managing General Partner were $84,324 (which included deferred fees from prior periods) and $-0- for the nine months ended September 30, 2000 and 1999, respectively. Total reimbursement of expenses was $ 65,162 and $67,584, respectively. NOTE 4 - INVESTMENT PROPERTIES The components of the investment property account are as follows: December 31, 1999 Land $1,353,177 Building and Improvements 3,281,797 Tenant Improvements 577,747 Construction in Progress 772,264 Investment properties, at cost 5,984,985 Less: accumulated depreciation and amortization -0- (1,470,519) Investment property, net $ -0- $4,514,466 NOTE 5 - LOAN PAYABLE TO AFFILIATE The loan payable at December 31, 1999 represents funds advanced to the Partnership from Capital Builders, Inc. (General Partner). These funds were utilized to cover negative cash flow from operations. The loan bore interest at approximately the same rate charged to the Partnership by a bank for other borrowings (9.25% as of August 30, 2000) and was payable upon demand. The Partnership paid this loan and all secured unpaid interest in full on August 30, 2000. Accrued interest of $13,650 and $7,154 was incurred for the periods ending September 30, 2000 and December 31, 1999, respectively. NOTE 6 - NOTES PAYABLE Notes Payable consist of the following: Sept. 30, Dec. 31, 2000 1999 Mini-permanent loan with a fixed interest rate of 9.25%, required monthly principal and interest payments of $28,689, which was sufficient to amortize the loan over 25 years. The loan was due April 1, 2002. The note was collateralized by a First Deed of Trust on Phase I land, buildings and improvements, and was guaranteed by the General Partner. $ -0- $3,242,885 Construction loan in the amount of $1,123,000, which accrued interest at Prime +1% (Prime as of August 30, 2000 was 9.5%). Interest accrued monthly on the outstanding balance of the cumulative construction loan draws. The Note provided for future draws for con- struction costs. This loan was secured by a First Deed of Trust on Phase II land and improvements, and was guaranteed by the General Partner. -0- 616,172 A construction loan in the amount of $190,000 which was due March 1, 2001. The note required interest only payments and bore interest at 13.5%. The note was a Second Deed of Trust on Phase II land and improvements. A restricted cash reserve balance was required to be maintained to service monthly payments until October 31, 2000. The restricted cash balance on December 31, 1999 was $19,362. -0- 190,000 Interim tenant improvement/leasing commission loan of $150,000 due March 1, 2000, which was paid in full. The note required interest only payments and bore interest at 15%. The note was secured by a Second Deed Of Trust on Plaza de Oro's Phase I land and improvements. -0- 150,000 Total Notes Payable $ -0- $4,199,057 NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Partnership in estimating it's fair value disclosures for financial instruments. Notes payable The fair value of the Partnership's notes payable are estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Partnership for debt of the same remaining maturities. The estimated fair values of the Partnership's financial instruments are as follows: December 31,1999 Carrying Estimated Amount Fair Value Liabilities Loan payable to affiliate $104,331 $104,331 Note payable $3,242,885 $3,242,885 Note payable $616,172 $616,172 Note payable $190,000 $190,000 Note payable $150,000 $150,000 NOTE 8 - COMMITMENTS AND CONTINGENCIES The Partnership is not involved in any litigation. NOTE 9 - PROSPECTIVE ACCOUNTING PRONOUNCEMENTS Accounting for Derivative Instruments and Hedging Activity In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 as amended is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Management believes that the adoption of SFAS No. 133 will not have a material impact on the financial statements due to the Partnership's inability to invest in such instruments as stated in the Partnership agreement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership commenced operations on September 19, 1985 upon the sale of the minimum number of Limited Partnership Units. The Partnership's initial source of cash was from the sale of Limited Partnership Units. Through the offering of Units, the Partnership raised $6,893,500 (represented by 13,787 Limited Partnership Units). Cash generated from the sale of Limited Partnership Units was used to acquire land and for the development of a mixed use commercial project and a 60% interest in a commercial office project. During the nine months ended September 30, 2000, cash increased by $1,111,580. This was primarily the result of net cash provided by the sale of the Partnership's final investment property. During the third quarter, the Partnership sold its investment property and paid all of its current obligations. The remaining cash from sales proceeds, less any remaining Partnership obligations and expenses, is projected to be distributed prior to the end of the fourth quarter. Results of Operations During the nine months ended September 30, 2000 as compared to September 30, 1999, the Partnership's total revenues increased by $167,486 (41.4%), while its expenses decreased by $15,115 (2.4%), all resulting in a decrease in net loss from operations of $182,601. The increase in revenues is due to the increase in occupancy to 93% from 85% at August 30, 2000 (date investment property was sold) and September 30, 1999, respectively. Additionally, Phase II began providing rental income during the second quarter of 2000. Total expenses decreased for the nine months ended September 30, 2000 as compared to September 30, 1999, due to the net effect of: a) $23,949 (23.4%) increase in operating expenses due to higher utility costs incurred for the office building due to an increase in occupancy; b) $38,027 (14.3%) increase in interest due to interest incurred for additional borrowings for Phase II and the additional operating loan, plus interest accrued on the affiliate loan; and c) $75,624 (77.1%) decrease in depreciation and amortization due to depreciation no longer being taken subsequent to the second quarter 1999, as the Partnership's property had been reclassified as a long lived asset to be disposed of. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS The Partnership does not have a material market risk due to financial instruments held by the Partnership. PART II - OTHER INFORMATION Item 1 - Legal Proceeding The Partnership is not a party to, nor is the Partnership's property the subject of, any material pending legal proceedings. Item 2 - Not applicable Item 3 - Not applicable Item 4 - Not applicable Item 5 - Not applicable Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - dated August 30, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned, hereunto dully authorized. CAPITAL BUILDERS DEVELOPMENT PROPERTIES a California Limited Partnership By: Capital Builders, Inc. Its Corporate General Partner Date: November 7, 2000 By: Michael J. Metzger President Date: November, 2000 By: Kenneth L. Buckler Chief Financial Officer

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