<PAGE>   1

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

                                   FORM 10-QSB

(Mark One)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended MARCH 31, 1998

                                       or

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

          For the transition period _____________ to _________________

                         Commission File Number 0-24432

                             THE AMERICAS GROWTH FUND, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

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

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

                                 (305) 374-3575
--------------------------------------------------------------------------------
                           (Issuer's Telephone Number)


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes  X   No 
                                                             -----    ----

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Transitional Small Business Disclosure Format (Check one): Yes       No   X
                                                               -----    -----
<PAGE>   2

                                      INDEX

                         THE AMERICAS GROWTH FUND, INC.

PART I.  FINANCIAL INFORMATION



Item 1.  FINANCIAL STATEMENTS.

Balance Sheets as of March 31, 1998 and 1997.   (Unaudited)

Statements of Operations for the three months ended March 31, 1998 and 1997.
(Unaudited)

Statements of Changes in Net Assets for the three months ended March 31, 1998
and 1997. (Unaudited)

Statements of Cash Flows for the three months ended March 31, 1998 and 1997.
(Unaudited)

Notes to Financial Statements.   (Unaudited)

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES.


Part II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

Item 2.  CHANGES IN SECURITIES.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

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

Item 5.  OTHER INFORMATION.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.


<PAGE>   3
Part I, Item 1 - Financial Statements

                         THE AMERICAS GROWTH FUND, INC.
                                 BALANCE SHEETS
                            MARCH 31, 1998 AND 1997
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                            1998           1997
                                                         -----------    -----------
<S>                                                      <C>            <C>        
ASSETS:
  Investments at market or fair value:
    Investments in U.S. Treasury Bills                   $ 3,492,500    $ 3,968,900
    Investment in preferred stock                                 --        467,300
    Investment in common stock                                50,000        260,000
    Investment in warrant                                         --          1,100
                                                         -----------    -----------

      Total investments (amortized cost of $3,774,800
       and $4,785,100 for 1998 and 1997, respectively)     3,542,500      4,697,300

  Cash and cash equivalents                                  824,300         20,600
  Dividends receivable                                            --         11,200
  Prepaid expenses                                             1,700          1,000
  Income tax refund                                               --         21,000
  Deferred tax asset                                           1,500          6,000
  Furniture and equipment, net                                 9,500         16,100
  Organizational costs, net                                    2,300          3,800
  Deposits                                                     1,100          1,100
                                                         -----------    -----------

                                                           4,382,900      4,778,100
                                                         -----------    -----------

LIABILITIES:

  Accounts payable                                            13,700         41,800
  Accrued directors fees                                       2,900          2,600
  Deferred tax liability                                       1,500          2,700
                                                         -----------    -----------

                                                              18,100         47,100
                                                         -----------    -----------

                                                         $ 4,364,800    $ 4,731,000
                                                         ===========    ===========
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                   (549,600)      (365,200)
    Realized gains (losses) on investments                   (11,600)        25,500
    Unrealized depreciation of investments                  (228,000)       (83,300)
                                                         -----------    -----------

                                                            (789,200)      (423,000)
                                                         -----------    -----------
Net assets applicable to outstanding common
 shares (equivalent to $3.45 and $3.74
 per share for 1998 and 1997, respectively,
 based on outstanding common shares of 1,265,100)        $ 4,364,800    $ 4,731,000
                                                         ===========    ===========

</TABLE>





                          READ THE ACCOMPANYING NOTES.

<PAGE>   4

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)

                                                       1998             1997
                                                    -----------     -----------

REVENUES:
  Interest                                          $    52,000     $    49,500
  Dividends                                                  --          11,200
  Other                                                      --          10,000
                                                    -----------     -----------
                                                         52,000          70,700
                                                    -----------     -----------

EXPENSES:
  Salaries                                               26,000          24,800
  Professional fees                                      14,300         122,700
  Board of Directors fees                                 3,500           3,500
  Other                                                  14,300          18,500
                                                    -----------     -----------

                                                         58,100         169,500
                                                    -----------     -----------

Investment loss before income tax (benefit)              (6,100)        (98,800)

Less income tax (benefit)                                    --              --
                                                    -----------     -----------

Net investment loss                                      (6,100)        (98,800)
                                                    -----------     -----------

Realized gain on investments                                 --           2,200

Less income tax (benefit) applicable to
 realized (loss) on investments                              --              --
                                                    -----------     -----------

                                                             --           2,200
                                                    -----------     -----------

Unrealized depreciation of investments                   (1,700)        (37,700)

Less income tax (benefit) applicable
 to unrealized depreciation of investments                   --              --
                                                    -----------     -----------
                                                         (1,700)        (37,700)
                                                    -----------     -----------

Net (decrease) in net assets
 resulting from operations                          $    (7,800)    $  (134,300)
                                                    ===========     ===========

PER-SHARE AMOUNTS:
  Net investment loss                               $     (0.01)    $     (0.08)
  Net realized losses on investments                         --              --
  Net unrealized losses on investments                       --           (0.03)
                                                    -----------     -----------

                                                    $     (0.01)    $     (0.11)
                                                    ===========     ===========

Weighted average number of shares used
  in per-share computations                           1,265,100       1,265,100
                                                    ===========     ===========




                          READ THE ACCOMPANYING NOTES.

<PAGE>   5

                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)

                                                      1998               1997
                                                   -----------      -----------


Net investment loss                                $    (6,100)       $ (98,00)

Net realized gain on investments                            --           2,200

Net increase in unrealized (depreciation)
 of investments                                         (1,700)        (37,700)
                                                   -----------     -----------

Net (decrease) in net assets resulting
 from operations                                        (7,800)       (134,300)

Net assets at beginning of period                    4,372,600       4,865,300
                                                   -----------     -----------



Net assets at end of period
 (includes undistributed net investment
 loss of ($549,600) and ($365,200) at
 March 31, 1998 and 1997, respectively)            $ 4,364,800     $ 4,731,000
                                                   ===========     ===========










                          READ THE ACCOMPANYING NOTES.




<PAGE>   6
                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                            1998          1997
                                                        -----------    -----------
<S>                                                     <C>            <C>        
Cash flows from operating activities:
  Sources of cash:
    Interest                                            $     9,000    $     2,100
                                                        -----------    -----------

  Uses of cash:
    Payroll                                                  26,000         24,600
    Operating expenses                                       29,700        170,500
                                                        -----------    -----------

                                                             55,700        195,100
                                                        -----------    -----------

      Cash (used-in) operating activities                   (46,700)      (193,000)
                                                        -----------    -----------


Cash flows from investing activities:
  Sources of cash:
    Proceeds from sale of U.S. Treasury Bills             3,500,000      4,000,000
                                                        -----------    -----------

  Uses of cash:
    Purchase of U.S. Treasury Bills                       3,456,400      3,952,300
    Purchase of common stock                                     --        250,000
                                                        -----------    -----------

                                                          3,456,400      4,202,300
                                                        -----------    -----------

      Cash provided by (used-in) investing activities        43,600       (202,300)
                                                        -----------    -----------

Decrease in cash and cash equivalents                        (3,100)      (395,300)

Cash and cash equivalents at beginning of period            827,400        415,900
                                                        -----------    -----------

Cash and cash equivalents at end of period              $   824,300    $    20,600
                                                        ===========    ===========
</TABLE>













                          READ THE ACCOMPANYING NOTES.









                                       8



<PAGE>   7


                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)

                                                          1998          1997
                                                        ----------   ----------

Reconciliation of net (decrease) in net
 assets resulting from operations to cash
 used-in operating activities:

Net (decrease) in net assets resulting
 from operations                                         $  (7,800)   $(134,300)
                                                        ----------   ----------

Adjustments to reconcile net (decrease)
 increase in net assets resulting from
 operations to cash (used-in) operating
 activities:

 Accretion of discount on U.S. Treasury Bills              (43,000)     (47,400)

 Realized (gain) on investments                                 --       (2,200)

 Amortization and depreciation                                 600          900

 Unrealized depreciation of investments                      1,700       37,700

 Changes in assets and liabilities:
    Investments                                                 --      (10,000)
    Dividend receivable                                         --      (11,200)
    Prepaid expenses                                           100          200
    Accounts payable                                         6,400      (25,700)
    Accrued directors fees                                  (4,700)      (1,000)
                                                        ----------   ----------

      Total adjustments                                    (38,900)     (58,700)
                                                        ----------   ----------

Cash (used-in) operating activities                      $ (46,700)   $(193,000)
                                                        ==========   ==========

Schedule of non-cash investing activities:
  Acquisition of common stock                                         $  10,000
  less amount received in exchange for consulting                       (10,000)
                                                                     ----------

                                                                      $      --
                                                                     ==========







Read the accompanying notes.

<PAGE>   8

                         THE AMERICAS GROWTH FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

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
        non-diversified, 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.

        
<PAGE>   9

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

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 based on the circumstances of each
           individual case. Such valuations of restricted securities could be
           based upon a multiple of earnings, a discount from market of a
           similar freely traded security, yield to maturity with respect to
           debt issues, or a combination of these and other methods determined
           to be appropriate in good faith by the Board of Directors. Restricted
           convertible securities are valued based on the closing bid price on
           the last day of the year of the underlying securities, for which
           quoted market prices are available, taking into account any
           appropriate adjustments for dividend features, registration rights,
           market discounts or other factors as deemed appropriate by the Board
           of Directors. Warrants and options to acquire equity securities are
           valued using an option pricing model. 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.

        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
           $5,200 and $3,700 at March 31, 1998 and 1997, respectively, and are
           being amortized using the straight-line method over five years.





<PAGE>   10

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        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 March 31, 1998 and 1997 for federal income tax purposes
           and financial reporting purposes was the same. The aggregate net
           unrealized (depreciation) for the three months ended March 31, 1998
           and 1997 is ($1,700) and ($37,700) 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.

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 were not 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.

















<PAGE>   11


                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

4. INVESTMENTS:

        Investments include the following at March 31, 1998 and 1997:
<TABLE>
<CAPTION>

                                                        VALUE           VALUE
          PRINCIPAL           TYPE OF ISSUE AND        MARCH 31,      MARCH 31,
           AMOUNTS              NAME OF ISSUER           1998           1997
       -------------------------------------------------------------------------
       <S>                  <C>                        <C>             <C>
                            U.S. Treasury bills (80.0%
                            and 83.9% of net assets at
                            March 31, 1998 and 1997,
                            respectively):

       $  1,976,325         U.S. Treasury bill,
                            $2,000,000 face value,
                            matures May 8, 1997         $       --     $ 1,987,700

       $    494,102         U.S. Treasury bill,
                            $500,000 face value,
                            matures May 15, 1997                --         496,400

       $  1,481,892         U.S. Treasury bill,
                            $1,500,000 face value,
                            matures June 5, 1997                --       1,484,800

       $  2,962,295         U.S. Treasury bill,
                            $3,000,000 face value,
                            matures April 9, 1998        2,994,500              --

       $    494,025         U.S. Treasury bill,
                            $500,000 face value,
                            matures April 23, 1998      $  498,000              --
                                                        ----------     -----------
                            Total U.S. Treasury bills   $3,492,500     $ 3,968,900
                                                        ==========     ===========



</TABLE>




<PAGE>   12

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)




4. INVESTMENTS (CONTINUED):

   NUMBER OF   NUMBER OF        
    SHARES      SHARES          TYPE OF ISSUE          VALUE        VALUE
   MARCH 31,   MARCH 31,         AND NAME OF         MARCH 31,    MARCH 31,
    1998        1997               ISSUER              1998         1997
   -----------------------------------------------------------------------------
                            Common stocks (1.1% and
                            5.5% of net assets at
                            March 31, 1998 and
                            1997, respectively):

                            The Americas Group, Inc.
   130,000     130,000      (unrestricted)            $   50,000   $  260,000
                                                      ==========   ==========

                            8% convertible, redeemable
                            preferred stock (0.0% and
                            9.9% of net assets at
                            March 31, 1998 and 1997,
                            respectively) (restricted):

                14,953      Globalink, Inc.           $       --   $  467,300
                                                      ==========   ==========


   NUMBER OF   NUMBER OF        
   WARRANTS    WARRANTS         TYPE OF ISSUE          VALUE        VALUE
   MARCH 31,   MARCH 31,         AND NAME OF         MARCH 31,    MARCH 31,
    1998        1997               ISSUER              1998         1997
   -----------------------------------------------------------------------------
                            Common stocks warrants:
                            (0.0% and 0.0% of net
                            assets at March 31, 1998
                            and 1997, respectively):

                            Restricted:
     1           1           Globalink, Inc.          $     --      $    1,100
                                                      ========      ==========

                            Golf Reservations of
                            America, Inc.

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




<PAGE>   13
                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)





4. INVESTMENTS (CONTINUED):

         In January, 1997, the Company invested $250,000 in The Americas Group,
         Inc. (TAG), an unaffiliated company, pursuant to a private placement
         under Rule 504 of Regulation D of the Securities Act of 1933. The
         Company received 125,000 shares of TAG common stock. In addition, the
         Company also received 5,000 shares of common stock in consideration of
         the Company's chairman serving on TAG's board of advisors.

         In December 1996, the Company purchased in a private placement for an
         aggregate consideration of $500,000, 14,953 shares of Globalink, Inc.
         (Globalink), 8% convertible, redeemable preferred stock and a warrant
         entitling the holder to purchase 192,894 shares of Globalink common
         stock at a revised price of $3.24 per share through December 20, 2001.
         Each share of preferred stock is convertible into ten shares of
         Globalink common stock at the original purchase price of the preferred
         stock, subject to adjustment should certain events occur. During May
         1997, the Company converted and sold all of its shares of Globalink. At
         March 31, 1998, the Company holds a warrant for which the Board of
         Directors has valued at $0.

         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 March 31, 1998, they were deemed worthless by
         the Board. In connection with the notes, the Company received warrants
         to purchase an aggregate 110,906 shares of Golf's common stock at an
         exercise price of $1.88 per share. As of March 31, 1998, the Board of
         Directors has also deemed the warrants as worthless.

5. CASH AND CASH EQUIVALENTS:

   NUMBER OF   NUMBER OF                             COST AND     COST AND
    SHARES      SHARES          TYPE OF ISSUE          VALUE        VALUE
   MARCH 31,   MARCH 31,         AND NAME OF         MARCH 31,    MARCH 31,
    1998        1997               ISSUER              1998         1997
   -----------------------------------------------------------------------------

   813,600    19,600         Money market fund,
                             Cortland Trust, Inc.   $  813,600     $  19,600

        --        --         Checking account
                             with bank                  10,700         1,000
                                                    ----------     ---------

                             Total cash and cash
                             equivalents (18.9% and
                             0.04% of net assets
                             at March 31, 1998 and
                             1997, respectively)    $  824,300     $  20,600
                                                    ==========     =========


<PAGE>   14

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


6. FURNITURE AND EQUIPMENT:

     Furniture and equipment are comprised of the following at March 31, 1998
     and 1997:

                                                           1998           1997
                                                      ------------  ----------

          Furniture and fixtures                      $      1,500  $    1,500
          Computer equipment                                10,900      17,900
                                                      ------------  ----------

                                                            12,400      19,400
          Less accumulated depreciation                     (2,900)     (3,300)
                                                      ------------  ----------

                                                      $      9,500  $   16,100
                                                      ============  ==========


7.    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 unrealized
         appreciation (depreciation) on investments and the use of accelerated
         depreciation methods for income tax purposes.

         The significant components of deferred tax assets and liabilities on
         the balance sheet at March 31, 1998 and 1997 are:

         Deferred tax assets:
           Net operating loss                         $     79,900  $   75,900
           Unrealized depreciation of investments           70,400      17,300
                                                      ------------  ----------


                                                           150,300      93,200
           Less valuation allowance                        148,800      87,200
                                                      ------------  ----------

                                                             1,500       6,000

         Deferred tax liability:
           Depreciation                                      1,500       2,700
                                                      ------------  ----------

         Net deferred tax asset                       $         --  $    3,300
                                                      ============  ==========

<PAGE>   15
                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


7. INCOME TAXES (CONTINUED):

   Significant components of the provision for income taxes (benefits)
   attributable to continuing operations in 1998 and 1997 are as follows:


                                                           1998       1997
                                                        ---------   ---------
   Current:
     Federal                                            $      --   $      --
     State                                                     --          --
                                                        ---------   ---------
                                                               --         --
                                                        ---------   ---------

   Deferred:
     Federal (benefit)                                       (400)    (26,200)
     State (benefit)                                         (100)     (6,300)
                                                        ---------   ---------

                                                             (500)    (32,500)
   Increase in valuation allowances                           500      32,500
                                                        ---------   ---------

   Provision for income tax benefits                    $      --   $      --
                                                        =========   =========

   The provision for income taxes at the Company's effective tax rate differed
   from the provision for income taxes at the statutory rate (15%) as follows:

   Computed tax expense (benefit)
    at the expected statutory rate                      $  (1,200)  $  (20,500)
   State tax, net of federal effect                          (200)      (6,800)
   Valuation allowance                                        500       32,500
   Other                                                      900       (5,200)
                                                        ---------   ----------

                                                        $      --   $       --
                                                        =========   ==========

SFAS 109, ACCOUNTING FOR INCOME TAXES, requires a valuation allowance to reduce
the deferred tax assets reported if, based on the weight of the evidence, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. After consideration of all the evidence, both positive and
negative, management has determined that a $148,900 valuation allowance at March
31, 1998 is necessary to reduce the deferred tax assets to the amount that will
more likely than not be realized. The change in the valuation allowance for the
three months ended March 31, 1998, is $500. At March 31, 1998, the Company has
available net operating loss carryforwards of $533,000 which expire in the years
2010 through 2013.





<PAGE>   16

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1998 AND 1997
                                   (UNAUDITED)




8.   RELATED PARTY TRANSACTIONS:

         The Company is provided with free office space by a law firm with which
         the Chairman is "of counsel". The Company paid and accrued the law firm
         legal fees of approximately $3,900 and $20,300 in the three months
         ended March 31, 1998 and 1997, respectively.

         The Company entered into an employment agreement with the president of
         the Company. The agreement currently terminates on August 30, 2000,
         unless extended in accordance with its terms. Compensation is $90,000
         per year with cost of living increases each year. The Company paid the
         president $26,000 and $24,800 pursuant to this agreement for the three
         months ended March 31, 1998 and 1997, respectively.

9.    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 March 31, 1998 and 1997, there was no accrual in
         connection with the Plan.

10.   MERGER ACTIVITY: 

         On September 23, 1997, the shareholders of the Company consummated an
         exchange of the Company's shares of common stock for shares of JW
         Charles Financial Services, Inc. (JW Charles) (the Exchange Offer). As
         a result of the Exchange Offer JW Charles beneficially owns 1,149,488
         Company shares representing approximately 90.9% of the outstanding
         Company shares at March 31, 1998. Since JW Charles owns more than 90%
         of the outstanding Company shares, the Company understands that JW
         Charles presently intends to merge the Company with and into JW Charles
         without a note of the Company's shareholders.



<PAGE>   17


PART I - FINANCIAL STATEMENTS  (continued)

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           RESULTS OF OPERATIONS AND LIQUIDITY

RESULTS OF OPERATIONS

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

         As a result of operations, net assets decreased approximately $7,800
(or approximately .18% of net assets) during the quarter ended March 31, 1998.
For the comparable period in 1997, net assets decreased approximately $134,300
during the quarter. The net decrease in net assets resulting from operations for
the quarter ended March 31, 1998 primarily resulted from a net investment loss
of $6,100 and an increase in unrealized depreciation of investments of
approximately $1,700. These results compare with a net decrease in net assets
resulting from operations for the quarter ended March 31, 1997 which occurred
primarily from a net investment loss of $98,800, an increase in unrealized
depreciation of investments of $37,700 and a realized gain from sales of
investments of approximately $2,200.

         The Company recognized investment income of approximately $52,000
(which consisted entirely of interest income) for the quarter ended March 31,
1998 as compared to $70,700 in investment income (which consisted of interest
income of $49,500, dividend income of $11,200 and other income of $10,000) for
the quarter ended March 31, 1997. The lower investment income for the quarter
ending March 31, 1998 resulted primarily from having no dividend and other
income.

         Expenses aggregated approximately $58,100 during the quarter ended
March 31, 1998 which included salaries, accounting fees, Board of Directors
fees, legal fees, rent and administrative expenses as compared with expenses of
$169,500 for the quarter ended March 31, 1997. Professional fees decreased to
$14,300 as compared to $122,700 for the comparable quarter in 1997.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 1998, the Company had cash and cash equivalents of
approximately $824,300 and US Treasury Bills of approximately $3,492,500 as
compared to approximately $20,600 in cash and cash equivalents and approximately
$3,968,900 in Treasury Bills at March 31, 1997. The decrease in capital
resources for the three months ended March 31, 1998 was primarily due to a net
investment loss of $6,100 as compared to the decrease in capital resources for
the quarter ending March 31, 1997 primarily due to an investment of $250,000 in
The Americas Group, Inc. and a net investment loss of $98,800. As of March 31,
1998, the Company had liabilities of approximately $ 18,100 compared with
liabilities of $47,100 as of March 31, 1997.


<PAGE>   18




PART II - OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS.

Not applicable.

Item 2.    CHANGES IN SECURITIES.

Not applicable.

Item 3.    DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

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

Item 5. OTHER INFORMATION. 

In September 1997, JW Charles Financial Services, Inc. ("JW Charles") completed
its offer to exchange (the "Exchange Offer") shares of its common stock, par
value $.001 per share ("JW Charles Shares"), for any and all (but not less than
51%) of the outstanding shares of common stock, par value $.01 per share
("Company Shares"), of the Company. At that time, JW Charles reported that a
total of approximately 822,938 Company Shares (including approximately 16,380
Company Shares tendered subject to Notices of Guaranteed Delivery) were validly
tendered and not withdrawn pursuant to the Exchange Offer and were accepted by
JW Charles for exchange in accordance with the terms of the Exchange Offer on
the basis of 0.431 of a JW Charles Share for each Company Share. As a result of
the Exchange Offer, JW Charles reported that it beneficially owned 1,149,488
Company Shares, representing approximately 90.9% of the outstanding Company
Shares.

Since JW Charles owns more than 90% of the outstanding Company Shares, under
Maryland General Corporation Law and the Florida Business Corporation Act, the
Company understands that JW Charles presently intends to merge the Company with
and into JW Charles without a vote of the Company's shareholders. Because the
merger may be deemed to involve the purchase of property of the Company by JW
Charles, the merger may be prohibited under Section 57(a)(2) of the Investment
Company Act of 1940 (the "1940 Act") in the absence of exemptive relief from the
Securities and Exchange Commission (the "Commission"). Accordingly, in December
1997, JW Charles and the Company filed with the Commission an Application for an
Order to exempt the merger from Section 57(a)(2) of the 1940 Act. Under Section
57(c) of the 1940 Act, the Commission may grant such an Order if, among other
things, the terms of the merger are reasonable and fair, the merger is
consistent with the policies of the Florida Business Corporation Act, and the
merger is consistent with the purposes of the 1940 Act. The Commission published
a public notice regarding the Application on April 23, 1998. JW Charles and the
Company anticipate that, barring unforseen circumstances, the Commission will
grant the requested Order on or about May 20, 1998. If the requested Order is
granted, and the contemplated merger is completed, the Company understands that
shareholders of the Company will receive 0.431 of a JW Charles Share for each
Company Shares owned by each shareholder.