<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, 1997
                                                 --------------

                                       or

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


          For the transition period from __________ to _______________


                         COMMISSION FILE NUMBER 0-24432
                                                -------


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


          Maryland                                              65-0504786
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


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

                                 (305) 374-3575
--------------------------------------------------------------------------------
                          (Issuers'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 or 15(d) of the Exchanged Act after the distribution of
securities under a plan confirmed by a court.  Yes  X   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

Traditional 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 as of March 31, 1997 and 1996. (Unaudited)

Statements of Operations for the three months ended March 31, 1997 and 1996.
(Unaudited)

Statements of Changes in Net Assets for the three months ended March 31, 1997 
and 1996. (Unaudited)

Statements of Cash Flows for the three months ended March 31, 1997 and 1996.
(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 6.    EXHIBITS AND REPORTS ON FORM 8-K.




<PAGE>   3

PART I - FINANCIAL INFORMATION 

Item 1.  FINANCIAL STATEMENTS


                       THE AMERICAS GROWTH FUND, INC.

                               BALANCE SHEETS
                           MARCH 31, 1997 AND 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               1997                1996
                                                            -----------       -----------
<S>                                                         <C>               <C>        
Assets:                                                                           
  Investments at market or fair value:                                            
    Investment in U.S. Treasury Bills                       $ 3,968,900       $ 4,429,500
    Investment in warrant                                         1,100              --
    Investment in notes receivable                                 --             150,700
    Investment in preferred stock                               467,300              --
    Investment in common stock                                  260,000              --
                                                            -----------       -----------
      Total investments (amortized cost of $4,785,100         
       and $4,494,600 for 1997 and 1996, respectively)        4,697,300         4,580,200

  Cash and cash equivalents                                      20,600           527,800
  Dividends receivable                                           11,200              --
  Income tax refund receivable                                   21,000              --
  Prepaid expenses                                                1,000            14,300
  Deferred tax asset                                              6,000            17,000
  Furniture and equipment, net                                   16,100            16,300
  Organizational costs, net                                       3,800             5,300
  Deposits                                                        1,100             1,100
                                                            -----------       -----------
                                                              4,778,100         5,162,000
                                                            -----------       -----------
Liabilities:
  Accounts payable                                               41,800            13,200
  Accrued directors fees                                          2,600             4,900
  Accrued profit sharing liability                                 --               2,700
  Deferred tax liability                                          2,700             2,800
                                                            -----------       -----------
                                                                 47,100            23,600
                                                            -----------       -----------
                                                            $ 4,731,000       $ 5,138,400
                                                            ===========       ===========
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                      (365,200)          (37,400)
    Realized gains on investments                                25,500            43,500
    Unrealized (depreciation) of investments                    (83,300)          (21,700)
                                                            -----------       -----------
Net assets applicable to outstanding common shares
 (equivalent to $3.74 and $4.06 per share for 1997
 and 1996, respectively, based on outstanding
 common shares of 1,265,100)                                $ 4,731,000       $ 5,138,400
                                                            ===========       ===========

</TABLE>

                          Read the accompanying notes.





<PAGE>   4

                         THE AMERICAS GROWTH FUND, INC.

                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       1997              1996
                                                                  -----------       -----------
<S>                                                               <C>               <C>        
Revenues:   
  Interest                                                        $    49,500       $    65,100
  Dividend                                                             11,200              --
  Other                                                                10,000              --
                                                                  -----------       -----------
                                                                       70,700            65,100
                                                                  -----------       -----------
Expenses:
  Consulting fees to affiliate                                           --               9,000
  Salaries                                                             24,800            23,600
  Professional fees                                                   122,700            47,600
  Board of Directors fees                                               3,500             3,800
  Other                                                                18,500            29,300
                                                                  -----------       -----------
                                                                      169,500           113,300
                                                                  -----------       -----------
Investment loss before income tax benefit                             (98,800)          (48,200)
Less income tax benefit                                                  --              11,100
                                                                  -----------       -----------
Net investment loss                                                   (98,800)          (37,100)
                                                                  -----------       -----------
Realized gain (loss) from sales of investments                          2,200            (1,500)

Less income tax benefit applicable to
 realized loss on investments                                            --                 300
                                                                  -----------       -----------
                                                                        2,200            (1,200)
                                                                  -----------       -----------

Unrealized depreciation of investments                                (37,700)           (4,400)

Less income tax benefit applicable to
 unrealized depreciation of investments                                  --               1,100
                                                                  -----------       -----------
                                                                      (37,700)           (3,300)
                                                                  -----------       -----------
Net decrease in net assets resulting
 from operations                                                  $  (134,300)      $   (41,600)
                                                                  ===========       ===========
Per-share amounts:
  Net investment loss                                             $     (0.08)      $     (0.03)
  Net realized gains (losses) on investments                             --                --
  Net unrealized gains (losses) on investments                          (0.03)             --
                                                                  -----------       -----------
                                                                  $     (0.11)      $     (0.03)
                                                                  ===========       ===========
Weighted average number of shares used
  in per-share computations                                         1,265,100         1,265,100
                                                                  ===========       ===========

</TABLE>

                           Read the accompanying notes


<PAGE>   5

                         THE AMERICAS GROWTH FUND, INC.

                       STATEMENTS OF CHANGES IN NET ASSETS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                      1997              1996
                                                                  -----------       -----------
<S>                                                               <C>               <C>         
Net investment loss                                               $   (98,800)      $   (37,100)


Net realized gain (losses) on investments                               2,200            (1,200)


Net increase in unrealized depreciation of investments                (37,700)           (3,300)
                                                                  -----------       -----------

Net decrease in net assets resulting from operations                 (134,300)          (41,600)


Net assets at beginning of period                                   4,865,300         5,180,000
                                                                  -----------       -----------

Net assets at end of period (includes undistributed
 net investment loss of ($365,200) and ($37,400) at
 March 31, 1997 and 1996, respectively)                           $ 4,731,000         5,138,400
                                                                  ===========       ===========


</TABLE>

















                          Read the accompanying notes.


<PAGE>   6


                         THE AMERICAS GROWTH FUND, INC.

                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                 1997              1996
                                                             -----------      ------------
<S>                                                          <C>               <C>        
Cash flows from operating activities:                                                    
  Sources of cash:
    Interest                                                 $     2,100       $     8,300
                                                             -----------       -----------
  Uses of cash:
    Payroll                                                       24,600            23,600
    Consulting fees to affiliate                                    --               9,000
    Operating expenses                                           170,500            95,900
                                                             -----------       -----------
                                                                 195,100           128,500
                                                             -----------       -----------
      Cash (used in) operating activities                       (193,000)         (120,200)
                                                             -----------       -----------

Cash flows from investing activities:
  Source of cash:
    Proceeds from sale of U.S. Treasury Bills                  4,000,000         2,000,000
                                                             -----------       -----------
  Uses of cash:
    Purchase of common stock                                     250,000              --
    Purchase of U.S. Treasury Bills                            3,952,300         1,953,800
                                                             -----------       -----------
                                                               4,202,300         1,953,800
                                                             -----------       -----------
      Cash provided by (used in) investing
       activities                                               (202,300)           46,200
                                                             -----------       -----------

(Decrease) in cash and cash equivalents                         (395,300)          (74,000)

Cash and cash equivalents at beginning of period                 415,900           601,800
                                                             -----------       -----------
Cash and cash equivalents at end of period                   $    20,600       $   527,800
                                                             ===========       ===========




</TABLE>





                      Read the accompanying notes.

<PAGE>   7
                            THE AMERICAS GROWTH FUND, INC.

                         STATEMENTS OF CASH FLOWS (CONTINUED)
                      THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                      (UNAUDITED)



<TABLE>
<CAPTION>
                                                               1997             1996
                                                             ---------       ----------
<S>                                                          <C>             <C>       
Reconciliation of net decrease in net assets
 resulting from operations to cash used in
 operating activities:

Net decrease in net assets resulting from
 operations                                                  $(134,300)      $ (41,600)
                                                             ---------       ---------

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                 (47,400)        (56,800)

  Realized loss (gain) from sale of investments                 (2,200)          1,500

  Amortization and depreciation                                    900             800

  Unrealized depreciation of investments                        37,700           4,400

  Deferred income tax benefits                                    --           (13,000)

  Changes in assets and liabilities:
    Investments                                                (10,000)           --
    Dividend receivable                                        (11,200)           --
    Prepaid expenses                                               200           7,600
    Accounts payable                                           (25,700)         (1,800)
    Accrued directors fees                                      (1,000)            300
    Income taxes payable                                          --           (21,600)
                                                             ---------       ---------
      Total adjustments                                        (58,700)        (78,600)
                                                             ---------       ---------
                                                             $(193,000)      $(120,200)
                                                             =========       =========
Cash (used in) operating activities   

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

</TABLE>



                      Read the accompanying notes.



<PAGE>   8

                         THE AMERICAS GROWTH FUND, INC.

                         NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 1997 AND 1996
                                  (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.

    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. During 1997 and
    1996 due to difficulties in locating quality portfolio companies meeting the
    Company's investment objectives, the Company's assets were primarily
    invested in U.S. Treasury bills. There can be no assurance that the Company
    will be able to negotiate and complete transactions with potential portfolio
    companies which meet the Company's investment objectives.

    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 revenues 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 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. 



<PAGE>   9

                         THE AMERICAS GROWTH FUND, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (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 period. U.S. Treasury bills are valued at market value.
    Restricted securities and securities of non-public companies are valued at
    fair value as determined by the Board of Directors. Because of the inherent
    uncertainty of such valuations, the 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 $3,700
    and $2,200 at March 31, 1997 and 1996, 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 March 31,
    1997 and 1996 for federal income tax purposes and financial reporting
    purposes was the same. The aggregate gross unrealized depreciation for all
    securities held at March 31, 1997 and 1996 is $37,700 and $4,400,
    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>   10

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)



4.  INVESTMENTS:

    Investments include the following at March 31, 1997 and 1996:

<TABLE>
<CAPTION>

                                                           Value            Value
  Principal                  Type of Issue and           March 31,         March 31,
   Amount                      Name of Issuer              1997              1996
----------------------------------------------------------------------------------------
<S>                      <C>                             <C>               <C>
                        U.S. Treasury bills (83.9%
                            and 86.2% of net assets at
                            March 31, 1997 and 1996,
                            respectively)

$ 1,949,545             U.S. Treasury bill,
                            $2,000,000 face value,
                            matures June 6, 1996              --           $ 1,980,700

$   487,890             U.S. Treasury bill,
                            $500,000 face value,
                            matures July 11, 1996             --               492,700

$ 1,465,940             U.S. Treasury bill,
                            $1,500,000 face value,
                            matures August 8, 1996            --             1,472,300

$   476,030             U.S. Treasury bill,
                            $500,000 face value,
                            matures November 14, 1996         --               483,800

$ 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               --
                                                       -----------         -----------
                        Total U.S. Treasury bills      $ 3,968,900         $ 4,429,500
                                                       ===========         ===========
</TABLE>


<PAGE>   11

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)



4.  INVESTMENTS (continued):

<TABLE>
<CAPTION>

Number of       Number of
 Shares           Shares                                              Value            Value
March 31,        March 31,             Type of Issue and            March 31,        March 31,
  1997            1996                   Name of Issuer               1997             1996
-------------------------------------------------------------------------------------------------
<S>             <C>                  <C>                           <C>              <C>
                                    Common stocks (5.5% and
                                     0.0% of net assets at
                                     March 31, 1997 and
                                     1996, respectively:

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

                                    Majority owned (restricted):
      --           80                Americas Growth
                                     Partners, Inc.                         --                --
                                                                   -----------      ------------
                                                                   $   260,000      $         --
                                                                   ===========      ============
                                    8% Convertible, redeemable
                                     preferred stocks (9.9%
                                     and 0.0% of net assets at
                                     March 31, 1997 and 1996,
                                     respectively) (restricted):

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



</TABLE>

<TABLE>
<CAPTION>

 Number of       Number of
 Warrants         Warrants                                              Value           Value
 March 31,        March 31,             Type of Issue and              March 31,       March 31,
   1997             1996                  Name of Issuer                 1997            1996
--------------------------------------------------------------------------------------------------
<S>                  <C>              <C>                             <C>              <C>
                                      Common stocks warrants:
                                       (0.0% and 0.0% of net
                                       assets at March 31, 1997
                                       and 1996, respectively)

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

    1                  --             Globalink                       $   1,100        $    --
                                                                      =========        =======
                                      Golf Reservations
                                       of America, Inc.

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

</TABLE>


<PAGE>   12



                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)



4.  INVESTMENTS (continued):

<TABLE>
<CAPTION>

 Principal Amount                                                        Value           Value
    of Notes                        Type of Issue and                  March 31,        March 31,
  March 31, 1997                      Name of Issuer                      1997            1996
-------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>           <C>
                                  Notes (0.0% and 2.9% of
                                     net assets at March 31,
                                     1997 and 1996, respectively)

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

   $    -                         Approved Financial
                                     Corporation (including
                                     accrued interest of
                                     $700)                                   --          100,700
                                                                         -------      -----------
                                                                         $   --       $  150,700
                                                                         =======      ===========

</TABLE>


    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 149,530 shares of Globalink common stock at
    $4.18 per share through December 20, 2001. Globalink has the right to redeem
    the preferred stock at the original purchase price plus accrued dividends
    upon the occurrence of certain events. 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. On January 1, 2002, any outstanding shares of the preferred
    stock will be automatically converted into common stock at the lesser of the
    original purchase price or the average bid price for the ten trading days
    ending five business days prior to the automatic conversion date. Globalink
    has agreed to register the common stock issuable upon conversion of the
    preferred stock and upon the exercise of the warrants. As of March 31, 1997,
    the Board of Directors has valued the preferred stock and the warrant at
    $467,300 and $1,100, respectively.

    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, 1996 and 1995, the outstanding balance was $50,000.
    The note is in default as of March 31, 1997 and the Board of Directors has
    valued the note at $0 as of that date. 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, 1997
    and 1996, the Board of Directors has valued the warrants at $0.


<PAGE>   13

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)



4.  INVESTMENTS (continued):

    On July 6, 1995, the Company entered into 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 and Latin America. The loans
    were 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. On July 24, 1996, the outstanding credit facility was
    repaid in full and the joint venture was terminated.

    During 1995, the Company 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 and currently as
    ceased operations. The Board of Directors deemed the note receivable to be
    uncollectible and the Company recognized a realized loss on the outstanding
    balance during 1996. The Board of Directors has valued the common stock at
    $0 as of March 31, 1997. AGP's operating results for 1997 and 1996 were not
    significant.

5.  CASH AND CASH EQUIVALENTS:

<TABLE>
<CAPTION>

  Number of        Number of                                           Cost and      Cost and
   Shares           Shares                                               Value         Value
  March 31,        March 31,       Type of Issue and                    March 31,    March 31,
    1997             1996            Name of Issuer                       1997         1996
-----------------------------------------------------------------------------------------------
<S>                 <C>          <C>                                   <C>          <C>
  19,600            516,600        Money market fund,
                                     Cortland Trust, Inc.              $  19,600    $  516,600


     --                  --        Checking account
                                     with bank                             1,000        11,200
                                                                       ---------    ----------
                                   Total cash and cash
                                     equivalents (0.04 %
                                     and 10.3% of net
                                     assets at March 31,
                                     1997 and 1996,
                                     respectively)                     $  20,600    $  527,800
                                                                       =========    ==========
</TABLE>

<PAGE>   14

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)




6.  FURNITURE AND EQUIPMENT:

        Furniture and equipment are comprised of the following at March 31, 1997
        and 1996:

                                                     1997           1996
                                                   --------       --------
          Furniture and fixtures                   $  1,500       $  1,500
          Computer equipment                         17,900         16,400
                                                   --------       --------
                                                     19,400         17,900
          
           Less accumulated depreciation             (3,300)        (1,600)
                                                   --------       --------
                                                   $ 16,100       $ 16,300
                                                   ========       ========


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, 1997 and 1996 are:

<TABLE>
<S>                                                          <C>          <C>    
          Deferred tax assets:
            Net operating loss                               $75,900      $15,400
            Unrealized depreciation of investments            17,300        1,600
                                                             -------      -------
                                                              93,200       17,000
            Less valuation allowance                          87,200         --
                                                             -------      -------
                                                               6,000       17,000
          Deferred tax liability:
            Depreciation                                       2,700        2,800
                                                             -------      -------
          Net deferred tax asset                             $ 3,300      $14,200
                                                             =======      =======
</TABLE>


<PAGE>   15

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)


7.  INCOME TAXES (continued):

    Significant components of the provision for income taxes (benefits)
    attributable to continuing operations in 1997 and 1996 are as follows:

                                                        1997            1996
                                                      --------       --------
          Current:
           Federal                                    $   --         $   --
           State                                          --             --
                                                      --------       --------
                                                          --             --
                                                      --------       --------
          Deferred:
           Federal (benefit)                           (26,200)       (11,700)
           State (benefit)                              (6,300)          (800)
                                                      --------       --------
                                                       (32,500)       (12,500)
          Increase in valuation allowance               32,500           --
                                                      --------       --------
          Provision for income tax benefits           $   --         $(12,500)
                                                      ========       ========

    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             $(20,500)      $ (8,100)
          State tax, net of federal effect              (6,800)        (2,700)
          Valuation allowance                           32,500           --
          Other                                         (5,200)        (1,700)
                                                      --------       --------
                                                      $   --         $(12,500)
                                                      ========       ========

    The Company generated net federal operating losses in the amount of
    approximately $288,700 of which approximately $40,800 has been carried back
    to prior years resulting in a net operating loss carryforward of
    approximately $247,900 which will expire in the year 2011.

8.  RELATED PARTY TRANSACTIONS:

    The Company has entered into one year renewable consulting agreements with
    an entity of which a director of the Company was Chairman and President. The
    agreement terminated in July, 1996. The Company paid $9,000 during the
    period ended March 31, 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". The Company paid and accrued the law firm legal
    fees of approximately $20,300 and $17,900 in the three months ended March
    31, 1997 and 1996, respectively.


<PAGE>   16

                         THE AMERICAS GROWTH FUND, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 1997 AND 1996
                                  (UNAUDITED)




8.  RELATED PARTY TRANSACTIONS (CONTINUED):

    On August 10, 1994, the Company entered into an Employment Agreement with
    it's President who also serves as the Company's Chairman of the Board and
    Portfolio Manager. The term of the Employment Agreement was for an initial
    three year term, which is automatically extended one additional year on each
    anniversary of the Employment Agreement beginning in August 30, 1996 unless
    the Board of Directors provides Mr. Sokolow with one year prior notice that
    the term shall not be extended. The Employment Agreement currently
    terminates on August 30, 1999, unless extended in accordance with its terms.
    Under the Employment Agreement, Mr. Sokolow received a salary of $96,100 in
    1996, which amount increases annually by the percentage increase in the
    consumer price index. The Company paid the president $24,800 and $23,600
    pursuant to this agreement for the three months ended March 31, 1997 and
    1996, 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, 1997 and 1996, there was no accrual in connection with the
    Plan.


10. MERGER ACTIVITY:

    On November 21, 1995, the Company entered into a non-binding letter of
    intent with Tallard Technologies B.V. (Tallard), a privately-held company.
    The contemplated merger with Tallard was terminated prior to June 30, 1996.

    On June 15, 1996, the Company entered into an Agreement and Plan of Merger
    with Advanced Electronic Support Products, Inc. (AESP), a privately held
    company engaged in the manufacturing and international distribution of
    computer connectivity and networking products. Prior to December 31, 1996,
    the contemplated merger with Advanced Electronics Support Products, Inc. was
    terminated. The Company incurred approximately $136,700 of legal and other
    costs associated with the merger. These costs have been charged to current
    operations.

11. CONTINGENCY:

    On November 26, 1996, a derivative stockholders' suit alleging breach of
    fiduciary duty under the Investment Company Act of 1940 was filed against
    the Company and its board of directors. The plaintiffs seek a permanent
    injunction pursuant to Section 36(a) of the Investment Company Act of 1940
    to enjoin the Company's board of directors from making any investments or
    expenditures, except for payment of regular expenses and salaries and from
    acting in their fiduciary capacities as directors and officers of the
    Company. The plaintiffs also seek an unspecified amount of damages. Based on
    information currently available, the management of the Company does not
    believe that the ultimate resolution of this litigation will have a material
    adverse impact on the financial position or results of operations of the
    Company.






<PAGE>   17


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

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

         As a result of operations, net assets decreased approximately $134,300
(or approximately 2.8% of net assets) during the quarter ended March 31, 1997.
For the comparable period in 1996, net assets decreased approximately $41,600
during the quarter. The net decrease in net assets resulting from operations for
the quarter ended March 31, 1997 primarily resulted from a net investment loss
of approximately $98,800 and an increase in unrealized depreciation of 
investments of approximately $37,700 less a realized gain from sales of 
investments of approximately $2,200. These results compare with a net decrease 
in net assets resulting from operations for the quarter ended March 31, 1996 
which occurred primarily from a net investment loss of $37,100, an increase in 
unrealized depreciation of investments of $3,300 and a realized loss from sales
of investments of approximately $1,200.

         The Company recognized investment income of approximately $70,700
(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 as compared to
$65,100 in investment income (which consisted of entirely interest income) for
the quarter ended March 31, 1996. The lower interest investment income resulted
primarily from a lesser amount of capital invested in Treasury Bills.

         Expenses aggregated approximately $169,500 during the quarter ended
March 31, 1997 which included salaries, accounting fees, consulting fees, legal
fees, rent and administrative expenses as compared with expenses of $113,300 for
the quarter ended March 31, 1996. Professional fees increased to $122,700 as
compared to 47,600 for the comparable quarter in 1996. With respect to the
increase in professional fees for the quarter ending March 31, 1997,
approximately $88,200 was as a result of the purported shareholders derivative
suit filed in November 1996. See "Legal Proceedings."


LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 1997, the Company had cash and cash equivalents of
approximately $20,600 and US Treasury Bills of approximately $3,968,900 as
compared to approximately $527,800 in cash and cash equivalents and
approximately $4,429,500 in Treasury Bills at March 31, 1996. The decrease in
capital resources for the three months ended March 31, 1997 was primarily due to
an investment of $250,000 in The Americas Group, Inc. and a net investment loss
of approximately $98,800 as compared to the decrease in capital resources for 
the quarter ending March 31, 1996 primarily due to a net investment loss of 
approximately $37,100. As of March 31, 1997, the Company had liabilities of 
approximately $47,100 compared with liabilities of $23,600 as of March 31, 1996.

         From November 1996 to March 31, 1997, the Company has incurred expenses
(consisting primarily of legal fees and associated litigation expenses) of
approximately $153,200 relating to the purported shareholders derivative suit.
See "Legal Proceedings." The Company expects to incur significant additional
costs in connection with the litigation and its agreement to advance legal fees
and expenses incurred by the Board of Directors in defending such suit.








<PAGE>   18



PART II - OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS.

On November 26, 1996, a purported derivative stockholders' suit alleging breach
of fiduciary duty under the Investment Company Act of 1940 was filed in the
Circuit Court for the Fifteenth Judicial Circuit in Palm Beach Country, Florida
against, among others, the Company and its board of directors. The suit was
filed by Kevin King, Herbert Hill, a general partner of Double H Investment Co.
and Bargelt Investments, Bonnie Cool Hayes and Ronald Hayes, who purportedly own
an aggregate of approximately 10% of the Company's outstanding shares of common
stock. The plaintiffs seek certain equitable relief, including enjoining the
directors from acting in their capacities as directors of the Company and from
making any investments or expenditures, except for payment of regular expenses
and salaries, and an unspecified amount of damages in connection with, among
other things, the previously announced proposed merger between the Company and
Advanced Electronic Support Products, Inc. ("AESP"), which proposed merger was
terminated by mutual agreement of the Company and AESP on November 8, 1996. The
Company has removed such suit to the United States District Court, Southern
District of Florida, Miami Division. The defendants believe that the suit is
completely without merit and are vigorously contesting the plaintiffs' claims.
The Company and the other defendants have filed several motions to dismiss this
suit. Based upon information currently available, the management of the Company
does not believe that the ultimate resolution of this litigation will have a
material adverse impact on the financial position or results of operations of
the Company.

         Pursuant to the Company's Articles of Incorporation, Bylaws and
applicable federal and state law, the board of directors has sought
indemnification regarding this suit and the Company has agreed to indemnify the
board of directors in connection therewith. As part of such indemnification, the
Company has agreed to advance legal fees and expenses incurred by the board of
directors in defending such suit. Each board member has affirmed in writing his
good faith belief that the standard of conduct necessary for indemnification by
the Company has been met and each board member has made a written undertaking to
repay any such advance if it should be ultimately determined that the standard
of conduct has not been met. The Company is not currently engaged in any other
pending legal proceedings.

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

                (a)  Exhibits

                 3.2     Amendment to By-Laws, dated July 9, 1996.

                27       Financial Data Schedule (for SEC use only).

                (b)  Reports on Form 8-K

                     None



<PAGE>   19



                                   SIGNATURES
                                   ----------



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



    THE AMERICAS GROWTH FUND, INC.



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



Date:  May 14, 1997