<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                 FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 12(g) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934 (NO FEE REQUIRED)

            FOR THE TRANSITION PERIOD FROM           TO
                                           ----------  ----------

                         COMMISSION FILE NO. 0-24432

                       THE AMERICAS GROWTH FUND, INC.

          MARYLAND                                         65-0504786        
-------------------------------                   ---------------------------
(State or other jurisdiction of                      (IRS Employer Identifi-
incorporation of organization)                              cation No.)

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

Issuer's telephone number, including area code (305) 374-3575
                                               --------------

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

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 requirement for the past 90
days.

                                 Yes   X       No 
                                     -----        ------

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of February 12, 1996 (valued at the average of the closing bid
price of $2.625 and ask price of $3.00 on such date) was $2.8125.

The number of shares of Common Stock outstanding as of February 12, 1996:
1,265,100

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

                  DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>   2


                                     INDEX
                         THE AMERICAS GROWTH FUND, INC.


PART I.  GENERAL INFORMATION

Item 1.   Description of Business

Item 2.   Description of Property

Item 3.   Legal Proceedings

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

PART II.  FINANCIAL STATEMENTS:

Item 5.   Market for Registrants' Common Equity and Related Stockholder Matters

Item 6.   Management's' Discussion and Analysis or Plan of Operations

Item 7.   Financial Statements

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

PART III.  RELATED PARTIES: 

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Item 12.  Certain Relationships and Related Transactions

PART IV.  EXHIBITS:

Item 13.  Exhibits and Reports on Form 8-K


Signatures





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<PAGE>   3

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

          The Americas Growth Fund, Inc., (the "Company") is a non-diversified,
closed-end management investment company that has elected to be treated as a
business development company ("BDC") under the Investment Company Act of 1940
(the "1940 Act").  The Company's primary investment objective is to achieve
long-term capital appreciation of its assets, rather than current income, by
investing in equity and debt securities of and providing managerial assistance
to, emerging and established companies that management believes offer
significant potential opportunities for growth (individually, "portfolio
company", collectively, "portfolio companies").  The Company has and plans to
continue to invest  primarily in United States-based portfolio companies
"strategically-linked" to the Caribbean and Latin America.  The Company
considers companies to be strategically-linked to the Caribbean and Latin
America if they derive substantial revenue (at least 50%) from operations or
transactions in the Caribbean and Latin America or, if in the Company's view,
they are positioned to do so.  The Company considers "Caribbean and Latin
American" countries to be Argentina, Aruba, the Bahamas, Barbados, Belize,
Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominican Republic,
Ecuador, El Salvador, Guatemala, Haiti, Honduras, Jamaica, Mexico, Netherlands
Antilles, Nicaragua, Panama, Paraguay, Peru, the Commonwealth of Puerto Rico,
Trinidad and Tobago, Uruguay and Venezuela.  The Company seeks to identify such
companies that it believes will benefit from economic and political
developments in these regions.  United States law currently prohibits
investment in Cuba.  Consistent with current United States law, and, as may be
permitted by changes in United States law, the Company plans to invest in
United States-based companies strategically-linked to Cuba.

          The Company considers "emerging companies" to be those companies in
the early stages of development with little or no operating history, and
minimal revenue or profits, which the Company anticipates will increase revenue
and become profitable.  The Company considers "established companies" to be
those with an existing revenue and profit base.  To a lesser extent, certain of
the emerging and established companies in which the Company invests may be in
"turnaround" or other restructuring situations.

          The Company's investment objective is intended to provide investors
with the opportunity to participate in investments which are generally not
available to the public and which typically require substantial financial
commitment.  The Company believes, although there can be no assurance, that a
favorable risk/reward ratio is available to investors who provide capital and,
to a certain extent, managerial assistance, to companies requiring immediate
funding at a time when a public offering of securities is not practicable or
just prior to a public offering of securities.  The Company believes that such
investments often produce a relatively high rate of return over a short period
of time due to the increased risk associated with these investments and that
there are a sufficient number of potential investment opportunities available
to the Company to enable it to achieve its investment objective.

          The Company has placed and intends to place its emphasis on private
investments in restricted securities for which the Company is granted
registration rights and/or rights to participate in the sale of securities of a
portfolio company by other stockholders.  Such investments may be private
investments in capital stock of privately-held companies that the Company
anticipates will engage in a public offering within one to three years after
the investment; private investments in capital stock of publicly-held
companies; or bridge loans which are convertible into common stock or preferred
stock of the issuer or issued together with equity participations such as
common stock, preferred stock or warrants to purchase such stock or a
combination thereof, or both, for privately-held companies which the Company
anticipates will complete a public offering, other financing or a merger or
acquisition transaction (other than a leveraged buy-out) within one to three
years from the date of investment.  Although there can be no assurance, the
Company believes that such investments





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<PAGE>   4

can result in significant capital appreciation upon liquidation of the
investment.

          The Company intends to a lesser extent to invest in marketable
securities of companies whose securities are traded in the over-the-counter
market, which have a total market capitalization, at the time of investment by
the Company, of less than $100 million ("Small-Cap Companies"), and which the
Company's management believes have significant potential for price
appreciation.  Investments in such Small-Cap Companies may be made in the form
of common stock, preferred stock and securities convertible into or
exchangeable for common stock or preferred stock of the Small-Cap Companies.

          The Company has no fixed policy concerning the types of businesses or
industry groups in which it may invest or as to the amount of funds that it
will invest in any one issuer; however, the Company currently intends to limit
its investment in marketable securities of any single Small-Cap Company to 5%
of its net assets, at the time of investment, and to limit its investment in
any single private issuer to 15% of its net assets, at the time of investment.
The foregoing is not a fundamental policy of the Company and may be changed at
any time without stockholder approval.

          The Company  makes its investments primarily as a result of the
recommendations of investment bankers and other professionals known to members
of the Company's management through their business dealings and professional
relationships.  Leonard J. Sokolow, the Company's President and Portfolio
Manager, has principal responsibility for selecting investments for the Company
and will analyze and act upon such recommendations.  The Company has two
employees, both of whom are officers.

          Following its initial investment, the Company has made and may in the
future make additional debt and equity investments in portfolio companies
("Additional Investments") in order to protect or enhance its initial
investment.  The Company may, together with other investors, including
management and its affiliates, make direct or Additional Investments in a
number of other situations, including attempts to salvage insolvent or bankrupt
companies, the acquisitions of divisions of companies, the acquisition of
privately-held companies, or the acquisition of companies in order to spin-off
portions of their operations or assets into independent entities.

PRESENT PORTFOLIO - VENTURE CAPITAL INVESTMENTS

          Set forth below is certain information concerning the Company's
present principal investments in portfolio companies, only one of which is
currently a publicly-held company.  Information concerning the publicly-held
company has been derived from filings by the company with the Securities and
Exchange Commission (the "Commission").  The information below concerning the
privately-held companies has been obtained from those portfolio companies. The
Company's principal investment in portfolio companies constituted, as of
December 31, 1995, 3.3% of the Company's total portfolio investments.

          Although the Company has not independently verified for purposes of
this Form 10-KSB, the information set forth in the documents filed by the
portfolio companies with the Commission, or otherwise obtained from the
portfolio companies, to the Company's knowledge the information provided below
concerning such portfolio companies is accurate.

          Reports, proxy statements and other information concerning the
publicly-held companies described below may be inspected at certain of the
Commission's offices or otherwise obtained from the Commission upon payment of
prescribed fees.

          1.     THE AMERICAS GROWTH PARTNERS, INC. ("AGP").  In 1995 the
                 Company for an initial investment of $22,608 acquired an 80%
                 ownership interest in and a 10% promissory note from AGP, a
                 publishing and consulting company.  The first book which AGP
                 plans to publish is titled "Business Opportunities in a Free
                 Cuba," the rights to which AGP acquired.





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<PAGE>   5

         2.  GOLF RESERVATIONS OF AMERICA, INC. ("GOLF").  In January 1995 the
             Company invested $150,000 in Golf and was issued a $150,000 note
             and was granted warrants to purchase 83,180 shares of Golf common
             stock at $1.88 per share.  Golf, a private company, has a system
             to make advance golf reservations through a centralized
             reservations network of participation golf courses, hotels,
             resorts and other lodging properties, and provides ancillary
             travel services, all of which can be accessed by calling a single,
             toll-free phone number, 1-800-TEE TIME.  The $150,000 note was
             repaid in March 1995.  Also in March 1995, the Company invested an
             additional $50,000 and was issued a $50,000 note due the earlier
             of April 1, 1996 or the closing of a firm underwritten  public
             offering and was granted additional warrants to acquire 27,726
             shares of common stock at $1.88 per share.  The common stock
             underlying the 110,906 warrants have certain registration rights.

         3.  NEW WORLD FINANCIAL JOINT VENTURE.  Approved Financial Corporation
             (AFC) and the Company established a Joint Venture to be called
             "New World Financial" to market commercial and/or residential
             loans to  Florida real estate owners of "qualified" businesses who
             desire, or otherwise would only be able to obtain, real estate
             based financing to fund the growth of such "qualified" businesses.
             A "qualified" business is a United States business that derives,
             or is in a position to derive, a substantial portion of its total
             revenue from operations or transactions in the Caribbean or Latin
             America with the proceeds of the loan being utilized to fund the
             growth of such business.  The Company provided a Credit Facility of
             $200,000 to AFC of which AFC has drawn $100,000 in the fourth
             quarter of 1995.  During the term of this credit facility, Leonard
             J. Sokolow, the Chairman of the Board and President of the
             Company, has agreed to serve as a management consultant to AFC and
             New World Financial.  As consideration for the Credit Facility and
             Mr. Sokolow's management consulting services, the Company will
             receive 25% of New World Financial's total revenues (less direct
             costs) received from mortgage loan fees, and an option to purchase
             a 25% interest in New World Financial for $200,000, which option
             expires upon the earlier of:  (i) 5 days prior to the repayment in
             full of the credit facility; and (ii) two years after the
             execution of the credit facility.

COMPETITION

         The Company encounters competition in its efforts to locate attractive
opportunities for the investment of its capital from other entities and
individuals having similar investment objectives.  The primary competition for
desirable investments comes from investment companies, investment partnerships
and wealthy individuals.  Some of the competing entities and individuals have
investment managers or advisors with significantly greater experience,
resources and managerial capabilities than the Company and are therefore in a
better position than the Company to obtain access to attractive investments.
To the extent that the Company can compete for such investments it may only be
able to do so on less favorable terms that those obtained by larger more
established investors.

RECENT EVENTS

         On November 21, 1995, the Company entered into a non-binding letter of
intent with Tallard, a privately-held Dutch holding company, which through its
locations in the U.S., Brazil and Mexico is engaged in the sale and
distribution of computers, peripherals, software and services related to the
information processing industry.  Tallard has a distribution agreement with
Apple Computer, Inc. ("Apple") and believes it is the largest distributor of
Apple products to independent resellers located in the Caribbean and Latin
America.  Tallard recently acquired a 35.5% interest in  Grupo Qualita, S.A. de
C.V., one of the largest value added resellers or "VAR" in Latin America for
Hewlett Packard, its primary vendor, and has distribution agreements with
various other significant vendors.  Tallard also provides services in the areas
of installation, networking system integration and training.





                                       5
<PAGE>   6


         Under the terms of the letter of intent, the Company will acquire all
of the outstanding securities of Tallard in exchange for the issuance of
approximately 8,088,406 shares of Common Stock to the sole stockholder of
Tallard, a European charitable trust (the "Trust") or a company controlled
thereby.  As part of the proposed transaction, a company owned by the Trust and
Leonard J. Sokolow, the Company's President, will invest approximately
$5,820,000 and $180,000, respectively, to purchase shares of the Company's
common stock at a purchase price of approximately $2.44 per share.


         If this transaction is completed, Mr. Peder Wallenberg, a Swedish
investor, would serve as the Chairman of the Company.  Mr. Sokolow and Antonio
Villamil, another current member of the Board, will also serve on the board of
the Company after the merger.

         As part of the transaction, the Company presently intends to issue a
warrant ("Warrant") to each of its stockholders for each four shares of Common
Stock owned of record upon the closing of the merger.  Each warrant will
entitle the holder to purchase one share of Common Stock at an exercise price
of $2.50 per share.  The letter of intent also provides for the grant of stock
options ("Options") to purchase up to 500,000 shares of Common Stock to
Tallard's current management at an exercise price not less than $2.50 per share
and the grant of options to each of the current members of the Board (excluding
Mr. Sokolow) to purchase 5,000 shares of Common Stock at an exercise price of
$2.50 per share.

         It is intended that the Warrants, Options, the shares of Common Stock
underlying the Warrants and the Common Stock issued to the Trust will be
registered for sale with the Commission.  The Trust and Mr. Sokolow will
forfeit 50% of their Warrants if the Company does not realize $2,200,000 in
pre-tax earnings in 1996.  In addition, the shares of Common Stock, Warrants
and Options issued to the Trust, Mr. Sokolow and Tallard's management will be
subject to a two year lock-up period during which such securities may not be
publicly sold.

         The contemplated merger with Tallard is subject to the negotiation of
a definitive agreement and approval of the definitive terms and conditions of
the transactions by the stockholders of the Company and Tallard.  As noted
above, management of the Company expects this matter to be submitted to
stockholders in the second quarter of 1996. There is no assurance that this
transaction will be completed or completed pursuant to the terms and conditions
described hereinabove.






                                       6
<PAGE>   7


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company maintains its principal executive office in Miami,
Florida, for which it pays only for administrative services and no rent.


ITEM 3.  LEGAL PROCEEDINGS

         The Company is not currently engaged in any material pending legal
proceeding.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company did not submit any matters to a vote of its stockholders
during the fourth quarter of the year ended December 31, 1995.


                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS

         The Company's Common Stock has been quoted on the NASDAQ Small Cap
Market since August 22, 1994 under the symbol "AGRO".  The following table sets
forth, for the periods indicated, the range of high and low bid quotations as
reported by NASDAQ.  Such quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and do not necessarily represent actual
transactions.  There presently is a limited public market for the Common Stock.

<TABLE>
<CAPTION>
                                                    Price Per Share
                                                    High        Low
                                                    ---------------
<S>                                                  <C>      <C>
The period from inception (June 3, 1994)
through December 31, 1994:
  Third Quarter (commencing August 22, 1994)         5        4 7/8
  Fourth Quarter                                     5        4 1/8
Fiscal year ending December 31, 1995:
  First Quarter                                      4.5      2
  Second Quarter                                     2.75     2
  Third Quarter                                      2.625    2
  Fourth Quarter                                     2.625    2
Fiscal year ending December 31, 1996
  First Quarter (ending January 15, 1996)            2.75     2.5

</TABLE>


         As of January 17, 1996, there were approximately 99 holders  of record
of the Company's Common Stock with 1,265,100 shares of Common Stock
outstanding.  In addition, the Company believes that there are more than 1580
beneficial owners of Common Stock whose shares are held in "street" name as of
such date.  On February 12, 1996, the closing bid and ask price of the Common
Stock were $2.625 and $3.00, respectively.





                                       7
<PAGE>   8


         The Company has never paid and does not currently intend to pay cash
dividends.  In addition, the Company has never made, nor adopted any policies
with respect to, in-kind distributions, and has no present intention of
adopting any such policies or of making any such distributions.  Furthermore,
there may also be substantial legal and contractual restrictions affecting the
timing of any such distributions by the Company or any such resales by
stockholders of distributed securities.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995 ("FISCAL 1995") AS COMPARED TO PERIOD FROM
INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994 ("FISCAL 1994")

         As a result of operations, net assets increased approximately $25,100
(approximately .5% of net assets) during Fiscal 1995 compared with an increase
in net assets of approximately $5,154,900 during Fiscal 1994 primarily from the
proceeds of the Company's initial public offering.  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 Fiscal 1995 primarily
resulted from an increase in realized gains from sales of investments of
$44,700 offset by unrealized depreciation on investments of $13,300 as a result
of the decline in fair value of the Company's investment in AGP as of December
31, 1995.  These results compare with a net increase in net assets resulting
from operations in Fiscal 1994 of $900 which occurred primarily from net
investment income of $6,000 which was offset by unrealized depreciation on
investments of $5,100 as a result in the decline in the market value of certain
U.S. Treasury Bills as of December 31, 1994.

         The Company recognized investment income (which consisted entirely of
interest income) of approximately $288,100 for Fiscal 1995 compared with
investment income (which consisted entirely of interest income) of
approximately $77,600 for Fiscal 1994.

         Expenses aggregated approximately $296,000 during Fiscal 1995 which
included salaries, consulting fees, legal fees, accounting fees, consulting
fees, rent and administrative expenses as compared with expenses of $70,500
during Fiscal 1994 for salaries, consulting fees, legal fees, accounting fees,
rent and administrative expenses with the Company being inactive except for
organization and registration matters from June 3, 1994 through August 30,
1994.  Professional fees increased $56,200 as most fees incurred during Fiscal
1994 were related to the Company's initial public offering and were
appropriately netted against capital in excess of par.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1995, the Company had cash and cash equivalents of
approximately $601,800 and U.S. Treasury Bills of approximately $4,424,800 as
compared to approximately $1,129,900 in cash and cash equivalents and
approximately $3,926,700 in Treasury Bills as of December 31, 1994.  The
decrease of $30,000 in capital resources for Fiscal 1995 as compared to Fiscal
1994 was primarily due to the AGP loan of $22,600 and the purchase of $9,600 of
fixed assets.  In the fourth quarter of 1995, the Company loaned an aggregate
of $100,00 to Approved Financial Corporation pursuant to a credit facility and
had a $50,000 loan to Golf Reservations of America, Inc. outstanding.  As of
December 31, 1995, the Company had liabilities of approximately $33,200
compared with liabilities of $19,800 as of December 31, 1994.


ITEM 7.  FINANCIAL STATEMENTS

         See the financial statements included herein following page F-1
hereof.





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<PAGE>   9


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

         Not applicable.



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following is a list of the executive officers and directors of the
Company.  All directors of the Company are serving a current term of office
which continues until the next annual meeting of stockholders, and all officers
are serving a current term of office which continues until the next annual
meeting of directors:

<TABLE>
<CAPTION>
                                   YEAR OF
NAME AND AGE OF DIRECTOR          ELECTION              POSITION
------------------------          --------              --------
<S>                               <C>         <C>                                          
Leonard J. Sokolow*               1994        Chairman of the Board,                       
39                                            President and Portfolio Manager

Hon. J. Antonio Villamil*         1994        Vice-Chairman International Strategy,
48                                            Secretary and Director

Sanford B. Cohen                  1994        Director
39

Martin C. Engelmann               1994        Director
54

Neil R. Winter                    1995        Director
42
</TABLE>

*Indicates "interested person" of the Company within the meaning of the 1940
Act.

         Leonard J. Sokolow has been Chairman of the Board, President, Chief
Financial Officer and Portfolio Manager of the Company since inception.  Since
August 1993, Mr. Sokolow has been President and Chief Executive Officer of
Genesis Partners, Inc. a privately-held corporation which provides domestic and
international investment banking and financial advisory services.  From May
1988 to July 1993, Mr. Sokolow was employed by Windmere Corporation, a public
corporation engaged in the manufacture and distribution of personal care
products and small household appliances, most recently as its Executive Vice
President-Operations, Administration and Finance and General Counsel.  Since
September 1992, Mr. Sokolow has been a director of Video Jukebox Network, Inc.
("Video Jukebox"), a public company in the entertainment industry.  From
September 1992 until June 1995, he was with Video Jukebox Network International
Limited, a subsidiary of Video Jukebox.  Since March 1990, Mr. Sokolow has
served as a director of Catalina Lighting, Inc., a public company engaged in
the import and distribution of commercial and residential electrical lighting.
Since April of 1995 Mr. Sokolow has been a director of Ezcony Interamerica,
Inc. a distributor of electronic products and CD Rom programming to Latin
America.  Mr. Sokolow received a B.A. degree with majors in Economics and
Accounting from The University of Florida in 1977, a J.D. degree from The
University of Florida School of Law in 1980 and an L.L.M. (Taxation) degree
from The New York University Graduate School of Law in 1982.  Mr. Sokolow is a
Certified Public Accountant.

         Hon. J. Antonio Villamil has been Vice Chairman - International
Strategy, Secretary and a director of the Company since inception.  Since
January 1993, Mr. Villamil has been President and Chief Executive Officer of
the Washington Economics Group, Inc., an economic, financial, and government
relations adviser.





                                       9
<PAGE>   10

From April 1989 to January 1993, Mr. Villamil served as Chief Economist of the
United State Department of Commerce, and most recently as Under Secretary for
Economic Affairs.  From January 1981 to April 1989, Mr. Villamil was employed
by Southeast Bank, N.A., most recently as Senior Vice President and Chief
Economist, Corporate Planning and Economics Department, Office of the Chairman
of the Board.  From 1978 to 1981, Mr. Villamil was employed by Crocker National
Bank, most recently as its Vice President and Economist, Economics Department.
Mr. Villamil received a B.S. degree in Economics in 1968 and a Master of Arts
in Economics in 1971 from Louisiana State University.

         Sanford B. Cohen has been a director of the Company since inception.
In 1985, Mr. Cohen co-founded Prescott Valley Broadcasting Co., Inc., owner of
KIHX-FM and KQNA-AM radio stations in Prescott Valley, Arizona, and has been
its President since its inception.  From 1982 to 1984, Mr. Cohen was Vice
President of National Phonecasting Co., a joint venture with Gannett
Broadcasting Corp., a private company engaged in telephone broadcasting of
financial information, Mr. Cohen received his B.A. degree in Economics in 1979
from Michigan State University.

         Martin C. Engelmann has been a director of the Company since
inception.  In 1984, Mr. Engelmann co-founded Diamed-Caribbean, Inc. (formerly
Dale-Mar Associates, Inc.), a management consulting firm specializing in
companies in the health care industry with distribution in the Caribbean, and
has been its President since its inception. Since November 1988, Mr. Engelmann
has been a director of Miller Industries, Inc., a public company engaged in
manufacturing and marketing of glass doors.  Mr. Engelmann received a B.S.
degree in Business Administration from The University of Florida in 1963.

         Neil R. Winter has been a director of the Company since February,
1995.  Since June 1985, Mr. Winter was a shareholder in the CPA firm of Winter,
Scheifley & Associates, P.C..  He received a Bachelor of Science degree from
Boston University in 1974 and is licensed as a Certified Public Accountant in
the states of Colorado and Florida.  Mr. Winter is also a member of the
Colorado Society of Certified Public Accounts and the American Institute of
Certified Public Accountants.

         The Board of Directors is classified into three classes, each with a
term of three years, with only one class of directors standing for election by
the stockholders in any year.  Officers are elected to serve, subject to the
discretion of the Board of Directors, until their successors are appointed.

         Messrs. Cohen and Engelmann serve as Class I directors, Messrs.
Villamil and Winter serve as Class II directors and Mr. Sokolow serves as a
Class III director.  The terms of the Class I, Class II and Class III directors
will expire on the dates of the 1995, 1996 and 1997 annual stockholders
meeting, respectively, or until the next applicable stockholders meeting.

CERTAIN FILINGS

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership in the Common Stock.  Executive officers, directors and
persons who own more than 10% of a registered class of the Company's equity
securities are required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file with the SEC.

         To the Company's knowledge, based on copies of such reports furnished
to the Company and representations by persons that would be required to file
such forms, all of such executive officers, directors and persons who own more
than 10% of a registered class of the Company's equity securities complied with
all Section 16(a) filing requirements.





                                       10
<PAGE>   11


ITEM 10.         EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for the year ended December 31,
1995, the respective compensation earned by the Chief Executive Officer of the
Company and the other executive officer who earned in excess of $100,000 (of
which there were none), (the "Named Executive") in all capacities in which he
served.


<TABLE>
<CAPTION>
                                         Annual Compensation
                                         -------------------
          Name and Principal                       
               Position                            Year             Salary   Bonus Plan
         ------------------                        ----             ------   ----------
         <S>                                       <C>              <C>        <C>
         Leonard J. Sokolow,                       1995             $91,500    $2,700
         Chairman of the Board                     1994             $33,115       -0-
         President, Chief Executive
         Officer & Portfolio Manager
</TABLE>

         The Company has implemented an employee profit sharing plan (the
"Plan") which provides for payment of a performance fee in an amount equal to
20% of net income after taxes in each fiscal year, computed from the end of the
last fiscal year in respect of which performance fees were paid ("Plan
Income").  Such performance fee shall be payable regardless of the amount of
net income.  Pursuant to his employment agreement, Mr. Sokolow will receive 10%
of Plan Income, if any; provided, however, that the amount so distributable to
Mr. Sokolow in any given year shall not exceed 50% of all amounts eligible to
be distributed under the Plan.

         Directors, other than Mr. Sokolow, will receive an annual fee of
$2,500 for serving on the Board of Directors plus $250 and out-of-pocket
expenses for each meeting attended.

         Other than the Plan, the Company does not have any stock option,
annuity, retirement, pension, deferred or incentive compensation plan or
arrangement under which any executive officers or directors are entitled to
benefits, nor does the Company have any long-term incentive plan pursuant to
which performance units or other forms of compensation are paid.

         In September 1995 the Company entered into a month to month consulting
agreement with the Washington Economics Group, Inc. ("WEG"), of which Hon. J.
Antonio Villamil, Vice Chairman - International Strategy and a director of the
Company, is President and Chief Executive Officer.  Pursuant to the consulting
agreement, WEG will receive a monthly retainer of $3,000 in exchange for
providing up to 20 hours of consulting services per month.  WEG shall receive
additional compensation of $200 per hour for any consulting services provided
in excess of 60 hours per three month period.  In its capacity as a consultant,
WEG shall consult with the Portfolio Manager in analyzing investments, assist
management in investor relations and, as requested, prepare formal
presentations to the Board of Directors and the Advisory Board on market
developments in Latin America and the Caribbean.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of February 12, 1996, the
beneficial ownership of the Common Stock of the Company of (i) each person who
is known by the Company to beneficially own more than 5% of the Common Stock of
the Company, (ii) each director (including the Named Executive) of the Company,
and (iii) all directors and executive officers of the Company as a group (based
upon information furnished by such persons).  Under the rules of the
Commission, a person is deemed to be a beneficial owner of a security if he has
or shares the power to vote or direct the voting of such security or the power
to dispose or direct the disposition of such security.  Accordingly, more than
one person may be deemed to be a beneficial owner of the same securities.  A
person is also deemed to be a beneficial owner of any securities of which that
person has the





                                       11
<PAGE>   12

right to acquire beneficial ownership within 60 days.

<TABLE>
<CAPTION>
                                           Number of Shares
Name and Address                           Beneficially           Percentage   
of Beneficial Owner (1)                    Owned (2)               of Class    
-----------------------                    ---------               --------    
<S>                                        <C>                        <C>       
Leonard J. Sokolow(3)                      100                        *         
Hon. J. Antonio Villamil                   -0-                        *         
Neil R. Winter                             -0-                        *         
Sanford B. Cohen                           -0-                        *         
Martin C. Engelmann                        -0-                        *         
* Less than 1%
</TABLE>

(1)      The business address for purposes hereof of all of the Company's
directors and executive officers is in care of the Company.  
(2)      Unless otherwise noted, the Company believes that all persons in the 
table have sole voting and disposition power with respect to all shares of 
Common Stock beneficially owned by them.  
(3)      Additionally represents all officers and directors as a group 
(5 persons).

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In September 1995 the Company has entered into a month to month
consulting agreement with the Washington Economics Group, Inc. ("WEG"), of
which Hon. J. Antonio Villamil, Vice Chairman - International Strategy and a
director of the Company, is President and Chief Executive Officer.  Pursuant to
the consulting agreement, WEG will receive a monthly retainer of $3,000 in
exchange for providing up to 20 hours of consulting services per month.  WEG
shall receive additional compensation of $200 per hour for any consulting
services provided in excess of 60 hours per three month period.  In its
capacity as a consultant, WEG shall consult with the Portfolio Manager in
analyzing investments, assist management in investor relations and, as
requested, prepare formal presentations to the Board of Directors and the
Advisory Board on market developments in Latin America and the Caribbean.  See
"Executive Compensation".

ITEM 13.         EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits:

         3.1  Certificate of Incorporation - incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form N-2 (No. 33-80424)
filed with the Securities and Exchange Commission on June 17, 1994.

         3.2  By-laws - incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form N-2 (No. 33-80424) filed with the
Securities and Exchange Commission on June 17, 1994.

         10.1  Employment Agreement dated August 30, 1994, between the Company
and Leonard J. Sokolow - incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form N-2 (No. 33-80424) filed with the
Securities and Exchange Commission on July 28, 1994.

         10.2  Profit Sharing Plan - incorporated by reference to Exhibit 10.2
to the Company's Registration Statement on Form N-2 (No. 33-80424) filed with
the Securities and Exchange Commission on July 28, 1994.

         10.4  Consulting Agreement between the Company and The Washington
Economics Group, Inc. dated June 2, 1994 - incorporated by reference to Exhibit
10.4 to the Company's Registration Statement on Form N-2 (No. 33-80424) filed
with the Securities and Exchange Commission on July 28, 1994.

         27.1    Financial Data Schedule (for SEC use only)

        (b)  Reports on Form 8-K:

         There were no reports on Form 8-K filed with the Securities and
Exchange Commission during 1995.





                                       12
<PAGE>   13





                          ANNUAL REPORT ON FORM 10-KSB

                             ITEM 7, ITEM 13(a)(1)

                          LIST OF FINANCIAL STATEMENTS

                        YEAR ENDED DECEMBER 31, 1995 AND

            FROM INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994

                         THE AMERICAS GROWTH FUND, INC.

                                 MIAMI, FLORIDA
<PAGE>   14

                          FORM 10-KSB - ITEM 13(a)(1)

                         THE AMERICAS GROWTH FUND, INC.

                          LIST OF FINANCIAL STATEMENTS





The following financial statements of The Americas Growth Fund, Inc. are
included in Item 7:

   Balance Sheets - December 31, 1995 and 1994

   Statements of Operations - Year ended December 31, 1995 and from inception
    (June 3, 1994) through December 31, 1994

   Statements of Changes in Net Assets - Year ended December 31, 1995 and from
    inception (June 3, 1994) through December 31, 1994

   Statements of Cash Flows - Year ended December 31, 1995 and from inception
    (June 3, 1994) through December 31, 1994

   Notes to Financial Statements





                                      F-1
<PAGE>   15


              Report of Independent Certified Public Accountants

Board of Directors and Shareholders
The Americas Growth Fund, Inc.

We have audited the accompanying balance sheets of The Americas Growth Fund,
Inc. as of December 31, 1995 and 1994 and the related statements of operations,
changes in net assets and cash flows for the year ended December 31, 1995 and
for the period from inception (June 3, 1994) through December 31, 1994.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  Our
procedures included observation of securities held by the Company or
confirmation of other securities owned by correspondence with the custodian and
broker as of December 31, 1995 and 1994.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Americas Growth Fund, Inc.
at December 31, 1995 and 1994, the results of its operations, the changes in
its net assets and its cash flows for the year ended December 31, 1995 and for
the period from inception (June 3, 1994) through December 31, 1994, in
conformity with generally accepted accounting principles.

As explained in Note 5, the financial statements as of December 31, 1995 and
1994, include securities valued at $150,000 (2.9% of net assets) and $100,000
(1.9% of net assets), respectively, whose values have been estimated by the
Board of Directors in the absence of readily ascertainable market values.  We
have reviewed the procedures used by the Board of Directors in arriving at
their estimate of value of such securities and have inspected underlying
documentation and, in the circumstances, we believe the procedures are
reasonable and the documentation appropriate.  However, because of the inherent
uncertainty of valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.



                                           ERNST & YOUNG LLP

Jacksonville, Florida
January 12, 1996





                                      F-2
<PAGE>   16


                         THE AMERICAS GROWTH FUND, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
                                                             1995            1994
Assets:                                                  ------------    ------------
<S>                                                      <C>             <C>
  Investments at market or fair value:
    Investments in U.S. Treasury Bills                   $ 4,424,800     $ 3,926,700
    Investments in common stock                                -             100,000
    Investments in notes receivable                          150,700           -     
                                                         -----------     -----------
      Total investments (amortized cost of $4,597,400    
       and $4,032,700 for 1995 and 1994, respectively)     4,575,500       4,026,700

  Cash and cash equivalents                                  601,800       1,129,900
  Prepaid expenses                                             8,000             800
  Deferred tax asset                                           4,400             900
  Furniture and equipment, net                                16,700           8,100
  Organizational costs, net                                    5,700           7,200
  Deposits                                                     1,100           1,100 
                                                         -----------     -----------
                                                           5,213,200       5,174,700 
                                                         -----------     -----------
Liabilities:
  Accounts payable                                            15,000           7,300
  Accrued payroll taxes                                        -               8,900
  Accrued directors fees                                       4,600           2,500
  Accrued profit sharing liability                             2,700           -
  Income taxes payable                                         7,700           -
  Deferred tax liability                                       3,200           1,100 
                                                         -----------     -----------
                                                              33,200          19,800 
                                                         -----------     -----------
                                                         $ 5,180,000     $ 5,154,900 
                                                         ===========     ===========
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          12,700
  Capital in excess of par                                 5,141,300       5,141,300

  Undistributed operating income (loss) and investment
   gains (losses):
    Accumulated operating (losses) income                       (300)          6,000
    Realized gains on investments                             44,700           -
    Unrealized depreciation of investments                   (18,400)         (5,100)
                                                         -----------     -----------
                                                              26,000             900
Net assets applicable to outstanding common shares       -----------     -----------
 (equivalent to $4.09 and $4.07 per share for 1995
 and 1994, respectively, based on outstanding
 common shares of 1,265,100)                             $ 5,180,000     $ 5,154,900 
                                                         ===========     ===========

</TABLE>

                          Read the accompanying notes.





                                      F-3
<PAGE>   17

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF OPERATIONS
                        YEAR ENDED DECEMBER 31, 1995 AND
            FROM INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                      1995             1994    
                                                 -------------    -------------
<S>                                              <C>              <C>
Interest income                                  $    288,100     $     77,600 
                                                 ------------     ------------
Expenses:
  Consulting fees to affiliate                         36,000           12,000
  Salaries                                             99,700           36,100
  Professional fees                                    62,800            6,600
  Board of Directors fees                              13,400            2,500
  Rent                                                 16,400            5,200
  Other                                                67,700            8,100 
                                                 ------------     ------------
                                                      296,000           70,500 
                                                 ------------     ------------
Investment (loss) income before income
 tax expense                                           (7,900)           7,100

Less income tax (benefit) expense                      (1,600)           1,100 
                                                 ------------     ------------
Net investment (loss) income                           (6,300)           6,000

Realized gain from sales of investments                55,800           -

Less income tax expense applicable to
 realized gain from sales of investments               11,100           -      
                                                 ------------     ------------
                                                       44,700           -


Unrealized depreciation of investments                (16,600)          (6,000)

Less income tax benefit applicable
 to unrealized depreciation of investments             (3,300)            (900)
                                                 ------------     ------------
                                                      (13,300)          (5,100)
                                                 ------------     ------------
Net increase in net assets resulting
 from operations                                 $     25,100     $        900 
                                                 ============     ============
Per-share amounts:
  Net investment (loss) income                   $      (0.01)    $       0.01
  Net realized gains on investments                      0.04           -
  Net unrealized losses on investments                  (0.01)           (0.01)
                                                 ------------     ------------
                                                 $       0.02     $     -      
                                                 ============     ============
Weighted average number of shares used
  in per-share computations                         1,265,100          722,883 
                                                 ============     ============
</TABLE>

                          Read the accompanying notes.





                                      F-4
<PAGE>   18

                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS
                        YEAR ENDED DECEMBER 31, 1995 AND
            FROM INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994



<TABLE>
<CAPTION>
                                                 1995             1994     
                                             ------------    --------------
<S>                                          <C>             <C>
Net investment income (loss)                 $    (6,300)    $       6,000

Net realized gains from sales
 of investments                                   44,700            -

Net increase in unrealized depreciation
 of investments                                  (13,300)           (5,100)
                                             -----------     -------------
Net increase in net assets resulting
 from operations                                  25,100               900

Capital share transactions:
  Net proceeds from public offering                -             5,153,500
  Proceeds from initial capitalization
   of Company                                      -                   500 
                                             -----------     -------------
Total capital share transactions                   -             5,154,000 
                                             -----------     -------------
Increase in net assets                            25,100         5,154,900

Net assets at beginning of period              5,154,900            -      
                                             -----------     -------------
Net assets at end of period
 (includes undistributed net investment
 (loss) income of ($300) and $6,000 at
 December 31, 1995 and 1994, respectively)   $ 5,180,000     $   5,154,900 
                                             ===========     =============
</TABLE>




                          Read the accompanying notes.





                                      F-5
<PAGE>   19

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF CASH FLOWS
                        YEAR ENDED DECEMBER 31, 1995 AND
            FROM INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                           1995          1994
Cash flows from operating activities:                  ------------  ------------
<S>                                                    <C>           <C>
  Sources of cash:
    Interest                                           $    34,300   $    16,300 
                                                       -----------   -----------
  Uses of cash:
    Payroll                                                105,900        27,200
    Consulting fees to affiliate                            36,000        12,000
    Operating expenses                                     153,900        17,900 
                                                       -----------   -----------
                                                           295,800        57,100 
                                                       -----------   -----------
      Cash used in operating activities                   (261,500)      (40,800)
Cash flows from investing activities:                  -----------   -----------
  Sources of cash:
    Proceeds from sale of U.S. Treasury Bills            9,000,000     2,000,000
    Proceeds from notes receivable                         100,000         -
    Proceeds from sale of common stock                     242,800         -     
                                                       -----------   -----------
                                                         9,342,800     2,000,000
  Uses of cash:                                        -----------   -----------
    Purchase of furniture and equipment                      9,600         8,300
    Payment of security deposits                             -             1,100
    Payment of organizational costs                          -             2,500
    Purchase of U.S. Treasury Bills                      9,239,500     5,871,400
    Purchase of common stock                                87,700       100,000
    Purchase of notes receivable:
      Related party                                         22,600         -
      Other                                                250,000         -     
                                                       -----------   -----------
                                                         9,609,400     5,983,300 
                                                       -----------   -----------
      Cash used in investing activities                   (266,600)   (3,983,300)
Cash flows from financing activities:                  -----------   -----------
  Sources of cash:
    Advance from shareholder                                 -           115,100
    Proceeds from sale of common stock                       -         5,502,800
    Proceeds from initial capitalization of Company          -               500 
                                                       -----------   -----------
                                                             -         5,618,400
  Uses of cash:                                        -----------   -----------
    Payment of advance from shareholder                      -           115,100
    Payment of stock issuance costs                          -           349,300 
                                                       -----------   -----------
                                                             -           464,400 
                                                       -----------   -----------
      Cash provided by financing activities                  -         5,154,000 
                                                       -----------   -----------
(Decrease) increase in cash and cash equivalents          (528,100)    1,129,900

Cash and cash equivalents at beginning of period         1,129,900         -     
                                                       -----------   -----------
Cash and cash equivalents at end of period             $   601,800   $ 1,129,900 
                                                       ===========   ===========

</TABLE>



                                      F-6
<PAGE>   20

                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                        YEAR ENDED DECEMBER 31, 1995 AND
            FROM INCEPTION (JUNE 3, 1994) THROUGH DECEMBER 31, 1994



<TABLE>
<CAPTION>
                                                          1995          1994    
                                                      ------------  ------------
<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   $    25,100   $       900 
                                                       -----------   -----------
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            (251,900)      (61,300)

  Realized gain from sale of investments                   (55,800)        -

  Amortization and depreciation                              2,500           500

  Unrealized depreciation of investments                    16,600         6,000

  Provision for deferred income taxes (benefit)             (1,400)          200

  Changes in assets and liabilities:
    Prepaid expenses                                        (7,200)         (800)
    Interest receivable                                       (700)        -
    Accounts payable                                         7,700         2,300
    Accrued payroll taxes                                   (8,900)        8,900
    Accrued profit sharing liability                         2,700         -
    Accrued directors fees                                   2,100         2,500
    Income taxes payable                                     7,700         -     
                                                       -----------   -----------
      Total adjustments                                   (286,600)      (41,700)
                                                       -----------   -----------

                                                       $  (261,500)  $   (40,800)
Cash used in operating activities                      ===========   ===========

</TABLE>

                         Read the accompanying notes





                                     F-7
<PAGE>   21

                         THE AMERICAS GROWTH FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1995 AND 1994




1.  ORGANIZATION AND NATURE OF OPERATIONS:
         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.

         The Company's primary investment objective is to achieve long-term
         capital appreciation of its assets, rather than current income, by
         investing in equity and debt securities of and providing managerial
         assistance to, emerging and established companies that management
         believes offer significant potential opportunities for growth
         (individually, "portfolio company", collectively, "portfolio
         companies").  The Company has and plans to continue to invest
         primarily in United States based portfolio companies
         "strategically-linked" to the Caribbean and Latin America.  The
         Company considers companies to be strategically-linked to the
         Caribbean and Latin America if they derive substantial revenue (at
         lease 50%) from operations or transactions in the Caribbean and Latin
         America or, if in the Company's view, they are positioned to do so.
         The Company considers "Caribbean and Latin American" countries to be
         Argentina, Aruba, the Bahamas, Barbados, Belize, Bolivia, Brazil,
         Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El
         Salvador, Guatemala, Haiti, Honduras, Jamaica, Mexico, Netherlands
         Antilles, Nicaragua, Panama, Paraguay, Peru, the Commonwealth of
         Puerto Rico, Trinidad and Tobago, Uruguay and Venezuela.

         The Company considers "emerging companies" to be those companies in
         the early stages of development with little or no operating history,
         and minimal revenue or profits, which the Company anticipates will
         increase revenue and become profitable.  The Company considers
         "established companies" to be those with an existing revenue and
         profit base.  To a lesser extent, certain of the emerging and
         established companies in which the Company invests may be in
         "turnaround" or other restructuring situations.


2.  SIGNIFICANT ACCOUNTING POLICIES:
         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 year.  U.S. Treasury bills are valued
            at market value.  Restricted securities are valued at fair value as
            determined by the Board of Directors.  Because of the inherent
            uncertainty of valuation, those estimated values may differ
            significantly from the values that would have been used had a ready
            market  for the securities existed, and the differences could be
            material.





                                      F-8
<PAGE>   22

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994





2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
         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 amounts reported in
            the financial statements and accompanying notes.  Actual results
            could differ from those estimates.


         CASH AND CASH EQUIVALENTS:
            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 of
            $1,800 and $300 at December 31, 1995 and 1994, respectively, 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 December 31, 1995 and 1994 for
            federal income tax purposes and financial reporting purposes was
            the same.  The aggregate gross and net unrealized depreciation for
            all securities held at December 31, 1995 and 1994 is $22,600 and
            $6,000, respectively.


         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.


         RECLASSIFICATION:
            Certain amounts in the prior year's financial statements have been
            reclassified to conform to the current year's presentation.





                                      F-9
<PAGE>   23

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




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.

         A summary of the proceeds from the initial public offering and the
         exercise of the overallotment option is as follows:

<TABLE>
           <S>                                              <C>                       <C>
           Gross offering proceeds                                                    $ 5,500,000

           Less:
             Underwriting discounts and commissions         $   550,000
             Non-accountable expense allowance                  165,000                   715,000 
                                                            -----------               -----------
           Net offering proceeds                                                        4,785,000  
                                                                                      -----------

           Add overallotment option proceeds:
             Gross overallotment proceeds                                             $   825,000
           Less:
             Underwriting discounts and commissions         $    82,500
             Non-accountable expense allowance                   24,700                   107,200                  
                                                            -----------               -----------
           Net overallotment option proceeds                                              717,800          
                                                                                      -----------

           Net proceeds from Underwriter                                                5,502,800
           Printing, legal and other offering costs                                       349,300                  
                                                                                      -----------
           Net proceeds from initial public offering                                  $ 5,153,500                  
                                                                                      ===========
</TABLE>



                                      F-10
<PAGE>   24

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994





5.  INVESTMENTS:
         INVESTMENTS INCLUDE THE FOLLOWING AT DECEMBER 31, 1995 AND 1994:

<TABLE>
<CAPTION>                                                       
                                                                           VALUE               VALUE
           PRINCIPAL               TYPE OF ISSUE AND                    DECEMBER 31,        DECEMBER 31,
            AMOUNT                  NAME OF ISSUER                          1995               1994
         --------------------------------------------------------------------------------------------------                       
         <S>                      <C>                                    <C>                 <C>
                                  U.S. Treasury bills (85.4%
                                   and 76.2% of net assets at
                                   December 31, 1995 and 1994,
                                   respectively)


         $ 1,952,754              U.S. Treasury bill,
                                   $2,000,000 face value,
                                   matures March 2, 1995                 $     -             $ 1,981,600


         $ 1,940,449              U.S. Treasury bill,
                                   $2,000,000 face value,
                                   matures June 8, 1995                        -               1,945,100


         $   471,030              U.S. Treasury bill,
                                   $500,000 face value,
                                   matures January 11, 1996                  499,300               -


         $ 1,415,780              U.S. Treasury bill,
                                   $1,500,000 face value,
                                   matures February 8, 1996                1,492,000               -    


         $ 1,949,545              U.S. Treasury bill,
                                   $2,000,000 face value,
                                   matures June 6, 1996                    1,955,600               -


         $   476,030              U.S. Treasury bill,
                                   $500,000 face value,
                                   matures November 14, 1996                 477,900              -   
                                                                         -----------         -----------

                                  Total U.S. Treasury bills              $ 4,424,800         $ 3,926,700   
                                                                         ===========         ===========
</TABLE>



                                      F-11
<PAGE>   25

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




5.  INVESTMENTS (CONTINUED):

<TABLE>
<CAPTION>
           NUMBER OF        NUMBER OF
            SHARES           SHARES                                              VALUE                VALUE
           DECEMBER 31,    DECEMBER 31,       TYPE OF ISSUE AND                DECEMBER 31,        DECEMBER 31,
             1995            1994               NAME OF ISSUER                    1995                 1994       
          -----------------------------------------------------------------------------------------------------
            <S>              <C>           <C>                                 <C>                   <C>
                                           Common stocks (0.0% and
                                            1.9% of net assets at
                                            December 31, 1995 and
                                            1994, respectively:


                                           Majority owned (restricted):
            80                 -            Americas Growth
                                             Partners, Inc.                    $    -                $      -


                                           Restricted:
             -               50,000         Greg Manning
                                             Auctions, Inc.                         -                  100,000 
                                                                               ===========           =========
</TABLE>



<TABLE>
<CAPTION>
           NUMBER OF            NUMBER OF
           WARRANTS             WARRANTS                                      VALUE                  VALUE
          DECEMBER 31,        DECEMBER 31,      TYPE OF ISSUE AND          DECEMBER 31,           DECEMBER 31,
             1995                1994             NAME OF ISSUER              1995                    1994       
          ----------------------------------------------------------------------------------------------------
             <S>                  <C>        <C>                            <C>                    <C>
                                             Common stocks warrants:

                                             Restricted:
             -                    1           Greg Manning
                                               Auctions, Inc.                    -                      -          
                                                                            ===========            ===========

                                             Golf Reservations
                                              of America, Inc.

             2                    -             Class A                          -                      -
             2                    -             Class B                          -                      -          
                                                                            ===========            ===========


</TABLE>


                                      F-12
<PAGE>   26

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




5.  INVESTMENTS (CONTINUED):
<TABLE>
<CAPTION>
           PRINCIPAL AMOUNT                                                               VALUE
               OF NOTES                      TYPE OF ISSUE AND                         DECEMBER 31,
          DECEMBER 31, 1995                    NAME OF ISSUER                             1995                 
          -----------------------------------------------------------------------------------------
            <S>                            <C>                                          <C>
                                           Notes (2.9% net assets
                                            at December 31, 1995)

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

            $  100,000                     Approved Financial
                                            Corporation (including
                                            accrued interest of $700)                      100,700

            $   22,608                     Americas Growth
                                            Partners, Inc.                                    -              
                                                                                        ----------
                                                                                        $  150,700  
                                                                                        ==========
</TABLE>

         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 $2.25 per share through November 3, 1995.  
         Subsequently, the number of common shares obtainable upon exercise was
         increased to 56,500 and the exercise price was decreased to $1.55.
         The Company received certain registration rights with respect to the
         common stock and the common stock underlying the warrant.  The Company
         exercised the warrant and purchased the common stock on November 1,
         1995.  On November 16, 1995 the Company sold the common stock of Greg
         Manning Auctions, Inc. for $141,200 which resulted in a realized gain
         of approximately $53,500.

         The Company agreed to loan up to $200,000 to Golf Reservations of
         America, Inc. ("Golf") pursuant to two 10% promissory notes in January
         and March, 1995.  As of December 31, 1995, the outstanding balance was
         $50,000 whick is due the earlier of April 1, 1996 or upon the closing
         of Golf's firm underwritten public offering.  In connection with the
         notes, the Company received warrants to purchase an aggregate 110,907
         shares of Golf's common stock at an exercise price of $1.88 per share.
         As of December 31, 1995, the Board of Directors has valued the note at
         $50,000 and the warrants at $0.





                                      F-13
<PAGE>   27

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




5.  INVESTMENTS (CONTINUED):
         On July 6, 1995, the Company entered in to a joint venture agreement
         with Approved Financial Corporation (Approved) 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 Approved with a
         $200,000 credit facility bearing interest at prime.  As of December
         31, 1995, $100,000 has been advanced to Approved under the credit
         facility.  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.  As of
         December 31, 1995, the Company had not exercised this option.  As of
         December 31, 1995, the Board of Directors has valued the outstanding
         credit facility at $100,000 and the option at $0.


         During 1995, the Company has advanced funds to Americas Growth
         Partners, Inc. (AGP) aggregating $22,608 pursuant to a 10% promissory
         note.  In addition, the Company received 80 shares of AGP common
         stock, representing an 80% interest, in connection with the promissory
         note.  AGP is a publishing and consulting business which began
         operations in January 1995.  The Board of Directors has valued the
         common stock and note at $0 as of December 31, 1995 and accordingly, a
         reserve of $22,608 is included in the accompanying balance sheet as of
         December 31, 1995.  AGP's operating results for 1995 were not
         significant.


6.  CASH AND CASH EQUIVALENTS:

<TABLE>
<CAPTION>
           NUMBER OF         NUMBER OF                                           COST AND          COST AND
            SHARES            SHARES                                               VALUE             VALUE
          DECEMBER 31,      DECEMBER 31,        TYPE OF ISSUE AND               DECEMBER 31,      DECEMBER 31,
             1995              1994               NAME OF ISSUER                    1995             1994
          -----------------------------------------------------------------------------------------------------          
          <S>              <C>                 <C>                               <C>              <C>
          600,600          1,118,500           Money market fund,
                                                Cortland Trust, Inc.             $ 600,600        $  1,118,500


             -                  -              Checking account
                                                with bank                            1,200              11,400 
                                                                                 ---------        ------------
                                               Total cash and cash
                                                equivalents (11.6 %
                                                and 21.9% of net
                                                assets at December 31,
                                                1995 and 1994, respectively)     $ 601,800        $  1,129,900         
                                                                                 =========        ============


</TABLE>


                                      F-14
<PAGE>   28

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




7.  FURNITURE AND EQUIPMENT:
         Furniture and equipment are comprised of the following at December 31,
         1995 and 1994:
<TABLE>
<CAPTION>
                                                                                1995             1994             
                                                                             ----------       ----------
                 <S>                                                         <C>              <C>
                 Furniture and fixtures                                      $   1,500        $   1,500
                 Computer equipment                                             16,400            6,800           
                                                                             ---------        ---------
                                                                                17,900            8,300

                  Less accumulated depreciation                                 (1,200)            (200)                  
                                                                             ---------        ---------
                                                                             $  16,700        $   8,100  
                                                                             =========        =========  

</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 December 31, 1995 and 1994 are:

<TABLE>
<CAPTION>
                                                                                1995             1994             
                                                                             ----------       ----------
                 <S>                                        <C>                                    <C>
                 Deferred tax assets:
                   Unrealized depreciation of investments                    $   4,300        $    900
                   Section 179 expense carryover                                   100             -                      
                                                                             ---------        --------   
                                                                                 4,400             900
                 Deferred tax liability:
                   Depreciation                                                  3,200           1,100            
                                                                             ---------        --------   

                 Net deferred tax asset (liability)                          $   1,200        $   (200)            
                                                                             =========        ========     

</TABLE>




                                      F-15
<PAGE>   29

                         THE AMERICAS GROWTH FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1995 AND 1994




8.  INCOME TAXES (CONTINUED):
         Significant components of the provision for income taxes attributable
         to continuing operations in 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                       1995                      1994             
                                                                    ----------                ----------
                 <S>                                                <C>                        <C>    
                 Current:
                  Federal                                           $   5,800                  $    -
                  State                                                 1,900                       -             
                                                                    ---------                  --------  
                                                                        7,700                       -    
                                                                    ---------                  --------  
                 Deferred:
                  Federal (benefit)                                    (1,100)                      200
                  State (benefit)                                        (400)                      -    
                                                                    ---------                  --------  
                                                                       (1,500)                      200   
                                                                    ---------                  --------  
                 Provision for income taxes                         $   6,200                  $    200            
                                                                    =========                  ========  

</TABLE>

9.  RELATED PARTY TRANSACTIONS:
         A Shareholder of the Company had advanced approximately $115,100, for
         initial public offering costs.  The Shareholder was repaid in full
         prior to December 31, 1994.

         The Company entered into a one year consulting agreement with an
         entity of which a director of the Company was Chairman and President.
         The agreement terminates in July, 1996.  During 1995 and 1994, the
         Company paid $36,000 and $12,000, respectively, under this agreement.
         The Company is committed to pay $24,000 under this agreement during
         1996.

         The Company leased its office space pursuant to a noncancelable
         operating lease which expired in September, 1995.  Commencing in
         October 1995, the Company is provided with free office space by a law
         firm with which the Chairman is "of counsel".  Rent expense for the
         periods ended December 31, 1995 and 1994 amounted to approximately
         $16,400 and $5,200, respectively.  In addition, the Company paid the
         law firm legal fees of approximately $13,000 in 1995.





                                      F-16
<PAGE>   30

                        THE AMERICAS GROWTH FUND, INC.
                  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          DECEMBER 31, 1995 AND 1994




9.  RELATED PARTY TRANSACTIONS (CONTINUED):
         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 $91,500 and $33,000 pursuant to
         this agreement during 1995 and 1994, respectively.


10. PROFIT SHARING PLAN:
         The Company provides an employee profit sharing plan (the Plan) which
         provides for a performance fee equal to twenty percent (20%) of net
         income.  As of December 31, 1995 and 1994, approximately $2,700 and
         $0, respectively, was accrued in connection with the Plan.  In 1995
         and 1994 no fees were paid in connection with the Plan.


11.  PENDING MERGER:
         On November 21, 1995, the Company entered into a non-binding letter of
         intent with Tallard Technologies B.V. (Tallard), a privately-held
         company engaged in the sale and distribution of computers,
         peripherals, software and services related to the information
         processing industry.  Under the terms of the letter of intent, the
         Company will acquire all of the outstanding securities of Tallard in
         exchange for the issuance of approximately 8,088,406 shares of stock
         of the Company to the sole stockholder of Tallard.  The contemplated
         merger with Tallard is subject to the negotiation of a definitive
         agreement and approval of definitive terms and conditions of the
         transactions by the stockholders of the Company and Tallard, neither
         of which has occurred as of December 31, 1995.





                                      F-17
<PAGE>   31


                                   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.


                                        The Americas Growth Fund, Inc.



Dated:  February 16, 1996               By: /s/ Leonard J. Sokolow 
                                            ------------------------------------
                                            Leonard J. Sokolow, President

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                           DATE
---------                                   -----                           ----
<S>                                 <C>                               <C>

/s/ Leonard J. Sokolow              Chairman of the Board             February 16, 1996
--------------------------          and President                                                   
Leonard J. Sokolow                  (Principal Executive
                                    Officer and Principal
                                    Accounting Officer)


/s/ J. Antonio Villamil             Vice Chairman of the              February 16, 1996
--------------------------          Board and Director                                                  
Hon. J. Antonio Villamil            


/s/ Sanford B. Cohen                Director                          February 16, 1996
--------------------------                                                             
Sanford B. Cohen


/s/ Martin C. Engelmann             Director                          February 16, 1996
--------------------------                                                             
Martin C. Engelmann


/s/ Neil R. Winter                  Director                          February 16, 1996
--------------------------                                                             
Neil R. Winter



</TABLE>


                                       13