AMERICAS GROWTH FUND INC
10QSB, 1995-11-13
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<PAGE>   1

             FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   (Last amended by 34-32231, eff 6/3/93.)

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-QSB

(Mark One)
  [X]   QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 1995
                                         ------------------

                                     or

  [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

               For the transition period               to 
                                         -------------    -------------

                       Commission File Number 0-24432
                                              -------

                       THE AMERICAS GROWTH FUND, INC.
- - -------------------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

          MARYLAND                                      65-0604786      
- - -----------------------------              ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Indentification No.)
 incorporation or organization)

            701 Brickell Avenue, Suite 2000, Miami, Florida 33131
- - -------------------------------------------------------------------------------
                  (Address of principal executive offices)

                               (305) 374-3575
- - -------------------------------------------------------------------------------
                         (Issuer's telephone number)

- - -------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
                                   report)

         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
     ---     ---

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 of 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes     No 
                                                                  ---    ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  1,265,100

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

<PAGE>   2

                                    INDEX
                       THE AMERICAS GROWTH FUND, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements


Balance Sheet as of September 30, 1995.  (Unaudited)


Statements of Operations for the three months and nine months ended
 September 30, 1995.
     (Unaudited)


Statement of Changes in Net Assets for the nine months ended
 September 30, 1995.
     (Unaudited)


Statement of Cash Flows for the nine months ended
 September 30, 1995.
     (Unaudited)


Notes to Financial Statements (Unaudited)


Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations, Liquidity and Capital Resources


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K


Signature
<PAGE>   3

                       THE AMERICAS GROWTH FUND, INC.
                                BALANCE SHEET
                             SEPTEMBER 30, 1995
                                 (UNAUDITED)


<TABLE>
<S>                                                                <C>
Assets:
  Investments at market or fair value:
    Investments in U.S. Treasury Bills                             $ 4,438,000
    Investments in common stock warrants/options                        26,700
    Investments in notes receivable                                    100,000 
                                                                   -----------
      Total investments (amortized cost of $4,516,500)               4,564,700

  Cash and cash equivalents                                            600,300
  Note receivable, related party less allowance
   for doubtful collection of $10,000                                   12,600
  Prepaid expenses                                                       1,700
  Furniture and equipment, net                                          10,800
  Organizational costs, net                                              6,000
  Deposits                                                               1,100
  Deferred tax asset                                                     2,100
  Interest receivable                                                    2,900 
                                                                   -----------
                                                                     5,202,200 
                                                                   -----------
Liabilities:
  Accounts payable                                                       7,400
  Accrued directors fees                                                10,800
  Deferred tax liability                                                 5,400 
                                                                   -----------
                                                                        23,600 
                                                                   -----------
                                                                   $ 5,178,600 
                                                                   -----------
Commitment and transactions with related parties

Net assets:
  Preferred stock, $.01 par value, 2,000,000
   shares authorized, no shares issued                             $     -

  Common stock, $.01 par value, 10,000,000 shares
   authorized, 1,265,100 shares issued and outstanding                  12,700 
                                                                   -----------
  Capital in excess of par                                           5,141,300 
                                                                   -----------
  Undistributed operating income and investment gains:
    Accumulated operating income                                        (2,100)
    Realized gains on investments                                       12,500
    Unrealized appreciation on investments                              14,200 
                                                                   -----------
                                                                        24,600
Net assets applicable to outstanding common shares                 -----------
 (equivalent to $4.09 per share, based on outstanding
  common shares of 1,265,100)                                      $ 5,178,600 
                                                                   ===========
</TABLE>


                          Read the accompanying notes.
<PAGE>   4

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF OPERATIONS
             THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED    NINE MONTHS ENDED
                                               SEPTEMBER 30, 1995    SEPTEMBER 30, 1995  
                                               ------------------    ------------------  
<S>                                              <C>                   <C>
Interest income                                  $    73,800           $   216,600     
                                                 -----------           -----------    
Expenses:
  Consulting fees to affiliate                         9,000                27,000
  Salaries                                            22,900                67,900
  Other                                               44,300               130,800     
                                                 -----------           -----------    
                                                      76,200               225,700     
                                                 -----------           -----------    

Investment loss before income tax (benefit)           (2,400)               (9,100)

Income tax (benefit)                                     400                (1,000)    
                                                 -----------           -----------    
Net investment loss                                   (2,800)               (8,100)    
                                                 -----------           -----------    
Realized gain from sales of investments               10,300                14,100

Less income tax applicable to
 realized gain on investments                            800                 1,600     
                                                 -----------           -----------    
                                                       9,500                12,500     
                                                 -----------           -----------    
Increase (decrease) in unrealized appreciation
 (depreciation) of investments                        (1,700)               21,800

Income tax (benefit) applicable to increase
 (decrease) in unrealized appreciation
 (depreciation) of investments                        (2,300)                2,500     
                                                 -----------           -----------    
                                                         600                19,300     
                                                 -----------           -----------    
Net increase in net assets
 resulting from operations                       $     7,300           $    23,700     
                                                 ===========           ===========
Per-share amounts:
  Net investment income                          $     -               $     (0.01)
  Net realized gains on investments                     0.01                  0.01
  Net unrealized gains on investments                  -                      0.02 
                                                 -----------           -----------
                                                 $      0.01           $      0.02 
                                                 ===========           ===========
Weighted average number of shares used
  in per-share computations                        1,265,100             1,265,100 
                                                 ===========           ===========
</TABLE>                                         


                          Read the accompanying notes.
<PAGE>   5

                         THE AMERICAS GROWTH FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)





<TABLE>
<S>                                                            <C>
Net investment loss                                            $      (8,100)

Net realized gains from sales
 of investments                                                       12,500

Net increase in unrealized appreciation
 of investments                                                       19,300 
                                                               -------------

Increase in net assets                                                23,700


Net assets at beginning of period                                  5,154,900 
                                                               -------------

Net assets at end of period                                    $   5,178,600 
                                                               -------------
                                                               =============
</TABLE>


                          Read the accompanying notes.
<PAGE>   6

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)




<TABLE>
<S>                                                   <C>               <C>
Cash flows from operating activities:
  Sources of cash:
    Interest                                          $    24,000
    Proceeds from sale of common stock                      1,600 
                                                      -----------
                                                           25,600 
                                                      -----------
  Uses of cash:
    Payroll                                                67,900
    Consulting fees to affiliate                           27,000
    Operating expenses                                    120,300 
                                                      -----------
                                                          215,200 
                                                      -----------
      Cash used in operating activities                                 $  (189,600)

Cash flows from investing activities:
  Sources of cash:
    Proceeds from sale of U.S. Treasury Bills           6,500,000
    Proceeds from sale of common stock                    100,000 
                                                      -----------
                                                        6,600,000 
                                                      -----------
  Uses of cash:
    Purchase of equipment                                   3,400
    Purchase of note with warrants                         50,000
    Purchase of U.S. Treasury Bills                     6,814,000
    Note receivable, related party                         22,600
    Note receivable, other                                 50,000 
                                                      -----------
                                                        6,940,000 
                                                      -----------
      Cash used in investing activities                                    (340,000)
                                                                        -----------

Decrease in cash and cash equivalents                                      (529,600)

Cash and cash equivalents at beginning of period                          1,129,900 
                                                                        -----------
Cash and cash equivalents at end of period                              $   600,300 
                                                                        ===========
</TABLE>


                          Read the accompanying notes.
<PAGE>   7


                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENT OF CASH FLOWS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)





<TABLE>
<S>                                                   <C>           <C>
Reconciliation of net increase in net assets
 resulting from operations to cash used in
 operating activities:

Net increase in net assets resulting from operations                $    23,700

Adjustments to reconcile net increase in net assets
 resulting from operations to cash used in operating
 activities:

  Accretion of discount on U.S. Treasury Bills        $  (189,700)

  Allowance for doubtful collections, related party        10,000

  Amortization and depreciation                             1,900

  Unrealized appreciation on investments                  (21,800)

  Realized gain on investments                            (12,500)

  Provision for deferred income taxes, net                  3,100

  Changes in assets and liabilities:
    Prepaid expenses                                         (900)

    Interest receivable                                    (2,900)

    Accounts payable                                          100

    Accrued payroll taxes                                  (8,900)

    Accrued directors fees                                  8,300 
                                                      -----------
      Total adjustments                                                (213,300)
                                                                    -----------

Cash used in operating activities                                   $  (189,600)
                                                                    ===========

</TABLE>





                          Read the accompanying notes.
<PAGE>   8

                         THE AMERICAS GROWTH FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)



1.  ORGANIZATION:
         The Americas Growth Fund, Inc. (the "Company") was incorporated under
         the laws of the State of Maryland on June 3, 1994.  The Company is a
         nondiversified, closed-end management investment company and has filed
         with the Securities and Exchange Commission ("SEC") a notification of
         election to be treated as a "business development company" as that
         term is defined in the Investment Company Act of 1940, as amended.


2.  SIGNIFICANT ACCOUNTING POLICIES:
         UNCONSOLIDATED SUBSIDIARIES:
           The Company has a majority owned subsidiary, Americas Growth
           Partners, Inc. which is neither an investment company nor a business
           development company.  Accordingly, the accounts of such subsidiary
           are not included with those of the Company.

         SECURITIES VALUATION:
           Investments in unrestricted securities that are traded in the
           over-the-counter market are generally valued at the closing bid
           price on the last day of the period.  Restricted securities are
           valued at fair value as determined by the Board of Directors.

         CASH AND CASH EQUIVALENTS:
           For purposes of the financial statements, the Company considers all
           highly liquid investments purchased with original maturities of
           three months or less to be cash equivalents.

         FURNITURE AND EQUIPMENT:
           Furniture and equipment are stated at cost less accumulated
           depreciation.  Depreciation is computed using the straight-line
           method over the estimated useful lives of the related assets.

         ORGANIZATIONAL COSTS:
           Organizational costs are stated net of accumulated amortization and
           are being amortized using the straight-line method over five years.

         INCOME TAXES:
           The Company is not entitled to the special treatment available to
           regulated investment companies and is taxed as a regular corporation
           for federal and state income tax purposes.  The aggregate cost of
           securities at September 30, 1995 for federal income tax purposes and
           financial reporting purposes was the same.

         PER SHARE AMOUNTS:
           Per share amounts are computed by dividing the net investment income
           (loss) and net realized and unrealized gains (losses) on investments
           by the weighted average number of shares outstanding throughout the
           year.
<PAGE>   9

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)




3.  CONCENTRATION OF CREDIT RISK:
         Financial instruments that potentially subject the Company to
         concentration of credit risk consist principally of cash and cash
         equivalents.  During the year the Company had deposits with financial
         institutions which exceed the $100,000 limit covered by the Federal
         Deposit Insurance Corporation.  Management regularly monitors their
         balances and attempts to keep this potential risk to a minimum by
         maintaining their accounts with financial institutions they believe
         are of good quality.


4.  INITIAL PUBLIC OFFERING:
         On August 30, 1994, in connection with the Registration Statement on
         Form N-2 which became effective with the Securities and Exchange
         Commission on August 19, 1994, the Company completed its initial
         public offering of 1,100,000 shares of common stock at $5 per share
         resulting in net proceeds before issuance costs to the Company of
         approximately $4,785,000.

         On September 21, 1994, the underwriters of the Company's initial
         public offering exercised their overallotment option to purchase
         165,000 shares of common stock at $5 per share resulting in additional
         net proceeds before issuance costs to the Company of approximately
         $717,800.


5.  INVESTMENTS:
                                                                           
<TABLE>
<CAPTION>

                                                                                      VALUE
         PRINCIPAL                                                                 SEPTEMBER 30,
          AMOUNT          TYPE OF ISSUE AND NAME OF ISSUER                              1995      
         ------------------------------------------------------------------------------------------
         <S>              <C>                                                        <C>
                          U.S. TREASURY BILLS (85.7% OF NET ASSETS
                           AT SEPTEMBER 30, 1995)

         $1,415,780       U.S. Treasury bill, $1,500,000 face value,
                           matures February 8, 1996                                  $   1,470,700

         $1,974,605       U.S. Treasury bill, $2,000,000 face value,
                           matures December 7, 1995                                      1,979,600

         $  493,755       U.S. Treasury bill, $500,000 face value,
                           matures November 30, 1995                                       495,400

         $  471,030       U.S. Treasury bill, $500,000 face value,
                           matures January 11, 1996                                        492,300          
                                                                                     -------------

                          Total U.S. Treasury Bills                                  $   4,438,000
                                                                                     =============
                                                                                                            
</TABLE>
<PAGE>   10

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)




5.  INVESTMENTS (CONTINUED):

<TABLE>
<CAPTION>
            NUMBER OF
            WARRANTS                                                                      VALUE
           SEPTEMBER 30,                                                               SEPTEMBER 30,
              1995                TYPE OF ISSUE AND NAME OF ISSUER                         1995
         ----------------------------------------------------------------------------------------------            
            <S>           <C>                                                        <C>
                          COMMON STOCK WARRANTS (0.5% OF NET ASSETS
                            AT SEPTEMBER 30, 1995):

                          Restricted:
            1               Greg Manning Auctions, Inc.                              $      26,700

                            Golf Reservations of America, Inc.
            2                     Class A                                                        -
            2                     Class B                                                        - 
                                                                                     -------------

                          Total warrants                                             $      26,700 
                                                                                     =============
</TABLE>


<TABLE>
<CAPTION>
         PRINCIPAL AMOUNT
            OF NOTES                                                                      VALUE
           SEPTEMBER 30,                                                              SEPTEMBER 30,
              1995                TYPE OF ISSUE AND NAME OF ISSUER                        1995
         --------------------------------------------------------------------------------------------           
         <S>              <C>                                                        <C>
                          NOTES (1.9% OF NET ASSETS AT SEPTEMBER 30, 1995):

         $  50,000        Golf Reservations of America, Inc.                         $      50,000

         $  50,000        Approved Financial Corporation                                    50,000 
                                                                                     -------------

                          Total notes                                                $     100,000
                                                                                     =============
                                                                                                   
</TABLE>
<PAGE>   11

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)


5.  INVESTMENTS (CONTINUED):
         In November 1994, the Company purchased in a private placement for an
         aggregate consideration of $100,000, 50,000 shares of Greg Manning
         Auctions, Inc. ("Manning") restricted common stock and a warrant
         entitling the holder to purchase 50,000 shares of Manning restricted
         common stock at $1.55 per share through November 3, 1995.  The Company
         received certain registration rights with respect to the common stock
         and the common stock underlying the warrant.  The stock was sold in
         March.

         The Company agreed to loan up to $200,000 to Golf Reservations of
         America, Inc. ("Golf") pursuant to two 10% promissory notes.  As of
         September 30, 1995, the balance was $50,000.  In connection with the
         notes, the Company received warrants to purchase 80,000 shares of
         Golf's common stock at an exercise price of $2.60 per share.

         On July 6, 1995, the Company entered in to a joint venture agreement
         to market commercial loans to businesses that derive, or are in a
         position to derive, a substantial portion of their revenue from the
         Caribbean or Latin America.  The loans are to be secured by qualified
         first or second mortgages.  On August 1, 1995, the Company provided a
         $200,000 credit facility bearing interest at prime.  As of September
         30, 1995, $50,000 has been utilized.  The Company advanced an
         additional $50,000 on the facility during October, 1995.  In
         consideration for providing the credit facility and for its management
         consulting services, the Company will receive a twenty-five percent
         (25%) interest in the joint venture's revenue received from points on
         applicable loans and an option to purchase twenty five percent (25%)
         of the joint venture for $200,000.


6.  CASH AND CASH EQUIVALENTS:

<TABLE>
<CAPTION>
           NUMBER OF                                                                    COST AND
            SHARES                                                                        VALUE
          SEPTEMBER 30,                                                               SEPTEMBER 30,
             1995                 TYPE OF ISSUE AND NAME OF ISSUER                        1995
         -------------------------------------------------------------------------------------------           
          <S>                     <C>                                                <C>
                                  CASH AND CASH EQUIVALENTS (11.6% OF
                                   NET ASSETS AT SEPTEMBER 30, 1995):

          487,400                 Money market fund, Cortland Trust, Inc.            $     487,400

          102,800                 Money market fund, Smith Barney                          102,800

             -                    Checking account with bank                                10,100 
                                                                                     -------------

                                  Total cash and cash equivalents                    $     600,300
                                                                                     =============
                                                                                                   
</TABLE>
<PAGE>   12

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)



7.  FURNITURE AND EQUIPMENT:
         Furniture and equipment are comprised of the following at September
         30, 1995:

<TABLE>
                 <S>                                                <C>
                 Furniture and fixtures                             $   1,500
                 Computer equipment                                    10,200 
                                                                    ---------
                                                                       11,700

                  Less accumulated depreciation                           900 
                                                                    ---------
                                                                    $  10,800 
                                                                    =========
</TABLE>


8.  INCOME TAXES:
         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes.  The deferred tax liability is the result of an unrealized
         appreciation on investments and using accelerated depreciation methods
         for income tax purposes.

         The significant components of deferred tax assets and liabilities on
         the balance sheet at September 30, 1995 are:

<TABLE>
                 <S>                                                <C>
                 Deferred tax asset:
                   Allowance for doubtful collection                $   2,000
                   Section 179 expense carryover                          100 
                                                                    ---------
                                                                        2,100 
                                                                    ---------
                 Deferred tax liability:
                   Unrealized appreciation
                    on investments                                      3,800
                   Depreciation                                         1,600 
                                                                    ---------
                                                                        5,400 
                                                                    ---------

                 Net deferred tax liability                         $  (3,300)
                                                                    =========
                                                                              
</TABLE>
<PAGE>   13

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)


8.  INCOME TAXES (CONTINUED):
         Significant components of the provision for income taxes attributable
         to continuing operations in 1995 are as follows:

<TABLE>
                 <S>                                                <C>
                 Current:
                  Federal                                           $      -
                  State                                                    -  
                                                                    ---------
                                                                           -  
                                                                    ---------
                 Deferred:
                  Federal                                               2,700
                  State                                                   400 
                                                                    ---------
                                                                        3,100 
                                                                    ---------
                 Provision for income taxes                         $   3,100 
                                                                    =========
</TABLE>


9.  COMMITMENT:
         The Company leases its office space pursuant to a noncancelable
         operating lease expiring in September, 1995.  Rent expense for the
         period ended September 30, 1995 amounted to approximately $14,800.


10. TRANSACTIONS WITH RELATED PARTIES:
         The Company entered into an employment agreement with the president of
         the Company.  The agreement is for three years expiring in July, 1997.
         Compensation is $90,000 per year with cost of living increases each
         year.  The Company paid the president $67,900 pursuant to this
         agreement during the nine months ended September 30, 1995.

         The Company advanced funds to Americas Growth Partners, Inc.  The
         balance due at September 30, 1995 is approximately $22,600 less an
         allowance for doubtful collections of $10,000.  The note has ten (10%)
         percent interest and is payable March, 1997.  The Americas Growth
         Partners, Inc. is an immaterial unconsolidated eighty (80%) percent
         owned subsidiary.


11. PROFIT SHARING PLAN:
         The Company provides an employee profit sharing plan which provides
         for a performance fee equal to twenty percent (20%) of net income.
         For the period from inception (June 3, 1994) through September 30,
         1995, no fees were accrued or paid.
<PAGE>   14

                  PART I - FINANCIAL INFORMATION (CONTINUED)




Item 2.  Management's Discussion and Analysis of
            Results of Operations, Liquidity


RESULTS OF OPERATIONS


Three Months Ended September 30, 1995


         As a result of operations, net assets increased approximately $7,300
(or approximately .1% of net assets) during the quarter ended September 30,
1995.  The Company was inactive, except for matters relating to its
organization and registration under the 1940 Act, for the period from inception
(June 3, 1994) through August 30, 1994.  The net increase in net assets
resulting from operations for the quarter ended September 30, 1995 primarily
resulted from an increase in realized gain from sales of investments of $9,500.

         The Company recognized investment income (which consisted entirely of
interest income) of approximately $73,800 for the quarter ended September 30,
1995.

         Expenses aggregated approximately $76,200 during the three months
ended September 30, 1995 which included salaries, accounting fees, consulting
fees, legal fees, rent and administrative expenses.


Nine months Ended September 30, 1995

         As a result of operations, net assets increased approximately $23,700
(or approximately .5% of net assets) during the nine months ended September 30,
1995.  The Company was inactive, except for matters relating to its
organization and registration under the 1940 Act, for the period from inception
(June 3, 1994) through August 30, 1994.  The net increase in net assets
resulting from operations for the nine months ended September 30, 1995
primarily resulted from an increase in unrealized appreciation of investments
of $19,300 and a realized gain from sales of investments of $12,500.

         The Company recognized investment income (which consisted entirely of
interest income) of approximately $216,600 for the nine months ended September
30, 1995.

         Expenses aggregated approximately $225,700 during the nine months
ended September 30, 1995 which included salaries, accounting fees, consulting
fees, legal fees, rent and administrative expenses.
<PAGE>   15

                  PART I - FINANCIAL INFORMATION (CONTINUED)



LIQUIDITY AND CAPITAL RESOURCES


         As of September 30, 1995, the Company had cash and cash equivalents of
approximately $600,300 and U.S. Treasury Bills of approximately $4,438,000.
The increase in capital resources of approximately $5,038,300 was primarily due
to the closing of the Company's initial public offering on August 30, 1994 and
the exercise of the underwriter's overallotment option on September 21, 1994
providing net proceeds to the Company of approximately $4,785,000 and $717,800,
respectively, before deducting other offering costs of $349,300.  The increase
in capital resources for the nine months ended September 30, 1995 was primarily
due to realized gains of $12,500.  As of September 30, 1995, the Company had
liabilities of approximately $23,600.
<PAGE>   16

PART II - OTHER INFORMATION




Item 1.  Legal Proceedings.

The Company is not a party to any material pending legal proceedings.


Item 2.  Changes in Securities.

Not applicable.


Item 3.  Defaults upon Senior Securities.

Not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the quarter
covered by this report.


Item 5.  Other Information.

None.


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

           (a)  Exhibits

                  Exhibit 27 - Financial Data Schedule (for SEC use only)

           (b)  Reports on Form 8-K

                  None
<PAGE>   17


                                  SIGNATURE



Pursuant to the requirements 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.



                                  THE AMERICAS GROWTH FUND, INC.



                                  By: Leonard J. Sokolow
                                      --------------------------------------
                                        Leonard J. Sokolow,
                                        Chairman of the Board, President and
                                        Chief Financial Officer
                                        (Principal Executive, Financial and
                                        Accounting Officer)



Date:   November 6, 1995   
                           

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE AMERICAS GROWTH FUND, INC. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<INVESTMENTS-AT-COST>                        4,516,500
<INVESTMENTS-AT-VALUE>                       4,564,700
<RECEIVABLES>                                   15,500
<ASSETS-OTHER>                                 622,000
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               5,202,200
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       23,600
<TOTAL-LIABILITIES>                             23,600
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     5,141,300
<SHARES-COMMON-STOCK>                        1,265,100
<SHARES-COMMON-PRIOR>                        1,265,100
<ACCUMULATED-NII-CURRENT>                       (2,100)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         12,500
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        14,200
<NET-ASSETS>                                 5,178,600
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              216,600
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 225,700 
<NET-INVESTMENT-INCOME>                         (8,100)
<REALIZED-GAINS-CURRENT>                        12,500
<APPREC-INCREASE-CURRENT>                       19,300
<NET-CHANGE-FROM-OPS>                           23,700
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          23,700
<ACCUMULATED-NII-PRIOR>                            900
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           27,000
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                225,700
<AVERAGE-NET-ASSETS>                         5,166,750
<PER-SHARE-NAV-BEGIN>                             4.07
<PER-SHARE-NII>                                   (.01)
<PER-SHARE-GAIN-APPREC>                            .03
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               4.09
<EXPENSE-RATIO>                                    4.4
<AVG-DEBT-OUTSTANDING>                          21,700
<AVG-DEBT-PER-SHARE>                               .02
        

</TABLE>


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