GLOBUS GROWTH GROUP INC
10-K/A, 1997-06-05
INVESTORS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                FORM 10-K/A No.1
    


(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 -- For the fiscal year ended February 28, 1997

                                       OR

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

Commission file number 0-9987

                            GLOBUS GROWTH GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  New York                              13-2949462
         (State of incorporation)            (I.R.S Employer Identification No.)

44 West 24th Street, New York, NY                             10010
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code - (212) 243-1000
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
         Common Stock, $.01 Par Value
                  (Title of Class)

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 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K (X)

The aggregate market value of the voting stock held by  non-affiliates as at May
1, 1997 was  approximately  $65,509  (524,068  shares at $.125 per  share).  The
number of shares of the Registrant's  Common Stock outstanding as at May 1, 1997
was 2,364,860 (excluding 134,140 shares held in the Registrant's  treasury).  Of
the  outstanding  shares,  a  total  of  1,840,792  are  deemed  to be  held  by
affiliates.  The  referred to market  value was  computed by  reference to a bid
price of $.125  per  share  contained  in the  "Pink  Sheets"  published  by the
National  Quotation  Bureau dated May 1, 1997 (there being no published price at
which the stock was sold, or any published  average bid and asked prices of such
stock as of such date).

                   DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     GLOBUS GROWTH GROUP, INC.



                                                      By   /s/ Stephen E. Globus
                                                          --------------------- 
                                                          Stephen E. Globus
                                                          Chairman of the Board

   
Dated:  New York, NY
        June 5, 1997

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following  persons in the  capacities and on
the dated indicated:

     Signature                          Title                          Date
     ---------                          -----                          ----

s/Stephen E. Globus            Chairman of the Board,
- -----------------------        (Principal Executive Officer)       June 5, 1997
Stephen E. Globus              


s/Richard D. Globus            President, Director                 June 5, 1997
- -----------------------
Richard D. Globus


s/Lisa Vislocky                Treasurer (Principal Financial &
- -----------------------        Accounting Officer)                 June 5, 1997
Lisa Vislocky                  


s/Stanley Wunderlich           Director                            June 5, 1997
- ----------------------- 
Stanley Wunderlich


s/Ronald J. Frank              Director                            June 5, 1997
- ----------------------- 
Ronald J. Frank


s/Joseph Mancuso               Director                            June 5, 1997
- ----------------------- 
Joseph Mancuso
    

<PAGE>


                            GLOBUS GROWTH GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS




(NOTE B) - Investments:

<TABLE>
<CAPTION>
                                                                       February 28, 1997                    February 29, 1996
                                                               ---------------------------------   ---------------------------------
                                                                Number       Fair                   Number      Fair
                        Security                               of Shares     Value       Cost      of Shares    Value         Cost
- ------------------------------------------------------------   ---------  ----------  ----------   ---------  ----------    --------
<S>                                                              <C>      <C>         <C>             <C>     <C>           <C>     
Common stock - 89.8% in 1997 and 84.3% in 1996:
   Catamount Brewing Co. (1) ...............................      23,215  $  569,000  $  176,000      23,215  $  176,000    $176,000
   Interface Systems Inc. ..................................         775       4,000       7,000         775      12,000       7,000
   Nematron Corporation ....................................      16,925     110,000      30,000      16,925     127,000      30,000
   Energy Research, Inc. (2) ...............................      76,000     883,000      88,000      81,000     891,000      94,000
   Kimeragen, Inc. (3) .....................................                                             414      70,000      70,000
   Kimeragen, Inc. C1ass A (3) .............................     108,827     609,000     219,000      55,000     149,000     149,000
   Kimeragen, Inc. C1ass B (3) .............................      35,000     196,000      75,000
   Repligen Corporation (4) ................................     100,468      86,000     190,000
                                                                          ----------  ----------              ----------    --------

          Total common stock ...............................               2,457,000     785,000               1,425,000     526,000
                                                                          ----------  ----------              ----------    --------

   
Preferred shares - 10.2% in 1997 and 14.2% in 1996:
   Kimeragen, Inc. - Preferred (3) .........................                                             113      75,000      75,000
   Proscure Inc. - Series A convertible preferred (4) ......                                          61,000      86,000      86,000
   Proscure Inc. - Series B convertible preferred (4) ......                                          53,334      80,000      80,000
   Catamount Brewing Co. - Preferred .......................       4,286     150,000     150,000
   Genitope Corp. - Series A preferred .....................     260,000     130,000     130,000
                                                                          ----------  ----------              ----------    --------
    

          Total preferred stock ............................                 280,000     280,000                 241,000     241,000
                                                                          ----------  ----------              ----------    --------


Stock purchase warrants - 0% in 1997 and 1.5% in 1996:
   Glycan Pharmaceuticals Inc. (4) .........................                                          37,500      17,000      17,000
   Proscure Inc. (4) .......................................                                          75,000       7,000       7,000
                                                                          ----------  ----------              ----------    --------

                                                                              - 0 -       - 0 -                   24,000      24,000
                                                                          ----------  ----------              ----------    --------

          Total investments - fair value ...................              $2,737,000  $1,065,000              $1,690,000    $791,000
                                                                          ==========  ==========              ==========    ========
</TABLE>


Restricted and not readily marketable securities were valued at a total fair
   value of $1,654,000 and $660,000 at February 28, 1997 and February 29, 1996,
   respectively, as determined by the Board of Directors. Such investments
   consisted of all securities except Interface Systems Inc., Nematron
   Corporation, Energy Research, Inc. and Repligen Corp. in 1997 and in 1996 for
   which values are based on quoted market values.

The Company invests in energy technology, biotechnology, beverage company and
   computer technology, 33%, 37%, 26% and 4%, respectively, at February 28, 1997
   and 53%, 29%, 10% and 8%, respectively, at February 29, 1996. All investments
   are in U.S. companies.

All investments are nonincome producing except Interface Systems Inc. in 1996.




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