<PAGE>   1
               FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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


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

                                   FORM 10-QSB

(Mark One)

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

                    For the quarterly period ended SEPTEMBER 30, 1997

                                       or

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

          For the transition period _____________ to _________________

                         Commission File Number 0-24432

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

          MARYLAND                                      65-0604786
(State or other jurisdiction of         (I.R.S. Employer 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 classes
of common equity, as of the latest practicable date: 1,265,100

Transitional Small Business Disclosure Format (Check one): Yes  [ ]  No [X]  
                                                                   

<PAGE>   2

                                      INDEX

                         THE AMERICAS GROWTH FUND, INC.

PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

Balance Sheets - September 30, 1997 and 1996. (Unaudited)

Statements of Operations for the three months and nine months ended 
September 30, 1997 and 1996. (Unaudited)

Statements of Changes in Net Assets for the nine months ended
September 30, 1997 and 1996. (Unaudited)

Statements of Cash Flows for the nine months ended 
September 30, 1997 and 1996. (Unaudited)

Notes to Financial Statements. (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

Item 2.  CHANGES IN SECURITIES

Item 3.  DEFAULTS UPON SENIOR SECURITIES

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

Item 5.  OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

Signature

<PAGE>   3

                         THE AMERICAS GROWTH FUND,INC.
                                 BALANCE SHEETS
                          SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                             1997           1996
                                                         -----------    -----------
<S>                                                      <C>            <C>        
Assets:
  Investments at market or fair value:
    Investment in U.S. Treasury Bills                    $ 3,474,800    $ 4,466,500
    Investment in common stock                               260,000           --
                                                         -----------    -----------
     Total investments (amortized cost of $3,806,700
     and $4,496,900 for 1997 and 1996, respectively)       3,734,800      4,466,500
       

  Cash and cash equivalents                                  913,900        466,700
  Prepaid expenses                                             9,300         16,100
  Deferred tax asset                                           4,900         87,400
  Furniture and equipment, net                                10,100         15,500
  Organizational costs, net                                    3,100          4,500
  Deposits                                                     1,100          1,100
                                                         -----------    -----------

                                                           4,677,200      5,057,800
                                                         -----------    -----------

Liabilities:
  Accounts payable                                            22,900          9,700
  Accrued directors fees                                       6,900          8,900
  Deferred tax liability                                       1,600          2,700
                                                         -----------    -----------

                                                              31,400         21,300
                                                         -----------    -----------

                                                         $ 4,645,800    $ 5,036,500
                                                         -----------    -----------

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                   (479,000)      (111,100)
    Realized gains on investments                             38,300         45,600
    Unrealized (depreciation) of investments                 (67,500)       (52,000)
                                                         -----------    -----------

Net assets applicable to outstanding common shares
 (equivalent to $3.67 and $3.98 per share for 1997
 and 1996, respectively, based on outstanding
 common shares of 1,265,100)                             $ 4,645,800    $ 5,036,500
                                                         ===========    ===========
</TABLE>


                          Read the accompanying notes.

<PAGE>   4

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF OPERATIONS
         THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                    ----------------------------     ----------------------------
                                                    SEPTEMBER 30,  SEPTEMBER 30,     SEPTEMBER 30,   SEPTEMBER 30,
                                                        1997          1996              1997              1996
                                                        ----          ----              ----              ----
<S>                                                 <C>            <C>                  <C>                <C>        
Revenues:
  Interest                                          $    53,600    $    60,500        $  151,100    $   187,200
  Dividend                                                 --             --              17,200           --
  Other                                                    --             --              10,000           --
                                                    -----------    -----------       -----------    -----------

                                                         53,600         60,500           178,300        187,200
                                                    -----------    -----------        ----------    -----------
Expenses:
  Consulting fees, principally to affiliates              3,200         19,200             5,700         47,400
  Salaries                                               25,200         24,000            74,800         71,300
  Professional fees                                      66,900         56,100           227,700        156,500
  Board of Directors fees                                 3,500          3,500            10,500         10,800
  Other                                                  28,300         20,500            72,300         73,900
                                                    -----------    -----------       -----------    -----------

                                                        127,100        123,300           391,000        359,900
                                                    -----------    -----------       -----------    -----------

Investment loss before income tax benefit               (73,500)       (62,800)         (212,700)      (172,700)
Less income tax benefit                                    --           26,200                --         61,900
                                                    -----------    -----------       -----------    -----------

Net investment loss                                     (73,500)       (36,600)         (212,700)      (110,800)
                                                    -----------    -----------       -----------    -----------

Realized gains (losses) from sales on investments        (5,400)         2,700            15,100          2,000

Less income tax expense applicable to
 realized gains (losses) from sale on investments          --           (1,100)               --         (1,000)
                                                    -----------    -----------       -----------    -----------

                                                         (5,400)         1,600            15,100          1,000
                                                    -----------    -----------       -----------    -----------

Unrealized depreciation on investments                   (7,700)       (27,500)          (21,900)       (55,800)

Less income tax benefit applicable to
 unrealized depreciation on investments                    --           11,500                --         22,100
                                                    -----------    -----------       -----------    -----------

                                                         (7,700)       (16,000)          (21,900)       (33,700)
                                                    -----------    -----------       -----------    -----------
Net decrease in net assets resulting
 from operations                                    $   (86,600)   $   (51,000)      $  (219,500)   $  (143,500)
                                                    ===========    ===========       ===========    ===========

Per-share amounts:
  Net investment loss                               $     (0.06)   $     (0.03)      $     (0.16)   $     (0.09)
  Net realized gains on investments                        --             --                0.01           --
  Net unrealized depreciation on investments              (0.01)         (0.01)            (0.02)         (0.03)
                                                    -----------    -----------       -----------    -----------

                                                    $     (0.07)   $     (0.04)      $     (0.17)   $     (0.12)
                                                    ===========    ===========       ===========    ===========

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




                          Read the accompanying notes.

<PAGE>   5

                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                              1997               1996
                                                          ------------     -------------
<S>                                                       <C>              <C>           
Net investment loss                                       $   (212,700)    $    (110,800)


Net realized gain from sale on investments                      15,100             1,000


Net increase in unrealized depreciation on investments         (21,900)          (33,700)
                                                          ------------     -------------


Net decrease in net assets resulting from operations          (219,500)         (143,500)


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


Net assets at end of period                               $  4,645,800     $   5,036,500
                                                          ============     =============

</TABLE>


























                          Read the accompanying notes.


<PAGE>   6

                         THE AMERICAS GROWTH FUND, INC.
                            STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                        1997          1996
                                                   ------------    ------------
<S>                                                <C>             <C>         
Cash flows from operating activities:
  Sources of cash:
    Interest                                       $     17,100    $     24,100
    Income taxes                                         13,900              --
                                                   ------------    ------------
                                                         31,000          24,100
                                                   ------------    ------------

  Uses of cash:
    Payroll                                              74,800          71,300
    Consulting fees to affiliate                          5,700          47,400
    Operating expenses                                  350,600         235,200
    Income taxes                                             --          23,600
                                                   ------------    ------------

                                                        431,100         377,500
                                                   ------------    ------------

      Cash (used in) operating activities              (400,100)       (353,400)
                                                   ------------    ------------


Cash flows from investing activities:
  Sources of cash:
    Proceeds from sale of U.S. Treasury Bills        11,500,000       8,000,000
    Proceeds from note receivable                            --         100,000
    Proceeds from sale of common stock                  515,400              --
                                                   ------------    ------------

                                                     12,015,400       8,100,000
                                                   ------------    ------------

  Uses of cash:
    Purchase of U.S. Treasury Bills                  10,867,300       7,881,700
    Purchase of common stock                            250,000              --
                                                   ------------    ------------

                                                     11,117,300       7,881,700
                                                   ------------    ------------

      Cash provided by investing activities             898,100         218,300
                                                   ------------    ------------


Increase (decrease) in cash and cash equivalents        498,000        (135,100)

Cash and cash equivalents at beginning of period        415,900         601,800
                                                   ------------    ------------

Cash and cash equivalents at end of period         $    913,900    $    466,700
                                                   ============    ============

</TABLE>









                          Read the accompanying notes.

<PAGE>   7

                         THE AMERICAS GROWTH FUND, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)



                                                        1997          1996
                                                   ------------    ------------

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

Net (decrease) in net assets resulting 
 from operations                                   $   (219,500)   $   (143,500)
                                                   ------------    ------------

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

  Accretion of discount on U.S. Treasury Bills         (134,000)       (163,900)

  Realized (gain) loss from sale on investments         (20,500)         (2,000)

  Loss on abandonment of equipment                        5,400              --

  Amortization and depreciation                           2,200           2,400

  Unrealized depreciation on investments                 21,900          55,800

  Provision for deferred income taxes (benefit)              --         (83,000)

  Stock dividends and stock compensation                (27,200)             --

  Changes in assets and liabilities:
    Interest receivable                                      --             800
    Prepaid expenses                                     12,900           7,300
    Accounts payable                                    (44,600)         (5,300)
    Accrued directors fees                                3,300           1,600
    Income taxes payable                                     --         (23,600)
                                                   ------------    ------------

      Total adjustments                                (180,600)       (209,900)
                                                   ------------    ------------


Cash (used in) operating activities                $   (400,000)   $   (353,400)
                                                   ============    ============


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

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



Acquisition of common stock                        $     17,200              --
Less amount received as stock dividends                 (17,200)             --
                                                   ------------    ------------
                                                   $         --    $         --
                                                   ============    ============



                          Read the accompanying notes.


<PAGE>   8


                         THE AMERICAS GROWTH FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 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.
<PAGE>   9

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)

1.  ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED):

         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 participation 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.

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.
<PAGE>   10

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         ORGANIZATIONAL COSTS:

             Organizational costs are stated net of accumulated amortization of
             $4,500 and $2,600 at September 30, 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 September 30, 1997 and 1996 for
             federal income tax purposes and financial reporting purposes was
             the same. The aggregate net unrealized (appreciation) depreciation
             for the nine months ended September 30, 1997 and 1996 is $21,900
             and ($1,700) 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)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)
4.  INVESTMENTS:
  
            Investments include the following at September 30, 1997 and 1996:

<TABLE>
<CAPTION>

                                                               VALUE            VALUE
  PRINCIPAL              TYPE OF ISSUE AND                  SEPTEMBER 30,    SEPTEMBER 30,
   AMOUNT                  NAME OF ISSUER                       1997              1996
-------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>             <C>  
                  U.S. Treasury bills (74.8%
                   and 88.7% of net assets at
                   September 30, 1997 and 1996,
                   respectively)

$ 1,976,400       U.S. Treasury bill,
                   $2,000,000 face value,
                   matures November 7, 1996                         --       $1,988,800

$ 1,975,500       U.S. Treasury bill,
                   $2,000,000 face value,
                   matures December 5, 1996                         --        1,981,000

$   476,030       U.S. Treasury bill,
                   $500,000 face value,
                   matures November 14, 1996                        --          496,700

$ 1,481,400       U.S. Treasury bill,
                   $1,500,000 face value,
                   matures November 6, 1997                $ 1,491,900               --

$   493,900       U.S. Treasury bill,
                   $500,000 face value,
                   matures November 13, 1997                   496,800               --

$ 1,481,900       U.S. Treasury bill,
                   $1,500,000 face value,
                   matures December 4, 1997                  1,486,100               --
                                                           ------------     -----------
                  Total U.S. Treasury bills                $ 3,474,800      $ 4,466,500
                                                           ============     ===========
</TABLE>









<PAGE>   12



                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)


4.  INVESTMENTS (CONTINUED):

<TABLE>
<CAPTION>

NUMBER OF          NUMBER OF
 SHARES             SHARES          TYPE OF ISSUE                  VALUE          VALUE
SEPTEMBER 30,    SEPTEMBER 30,       AND NAME OF               SEPTEMBER 30,   SEPTEMBER 30,
  1997              1996               ISSUER                      1997           1996
---------------------------------------------------------------------------------------------
<S>              <C>                <C>                         <C>            <C>   
                                    Common stocks (5.6% and 
                                     0.0% of net assets at
                                     September 30, 1997 and
                                     1996, respectively:

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

                                    Majority owned (restricted):
      --              80             Americas Growth
                                       Partners, Inc.                    --                --
                                                                ------------    -------------
                                                                $   260,000     $          --
                                                                ============    =============
</TABLE>


<TABLE>
<CAPTION>

 NUMBER OF        NUMBER OF
 WARRANTS         WARRANTS                TYPE OF ISSUE                      VALUE          VALUE
SEPTEMBER 30,    SEPTEMBER 30,             AND NAME OF                   SEPTEMBER 30,   SEPTEMBER 30,
   1997             1996                     ISSUER                          1997           1996
---------------------------------------------------------------------------------------------------
<S>              <C>                 <C>                                 <C>             <C>
                                     Common stocks warrants:
                                       (0.0% and 0.0% of net
                                       assets at September 30, 1997
                                       and 1996, respectively)

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

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

    2                      2             Class A                            $   --         $   --
    2                      2             Class B                            $   --         $   --
                                                                            ======         ======
</TABLE>



<PAGE>   13



                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)



4.     INVESTMENTS (CONTINUED):

<TABLE>
<CAPTION>

 PRINCIPAL          PRINCIPAL
   AMOUNT             AMOUNT
  OF NOTES           OF NOTES           TYPE OF ISSUE                 VALUE             VALUE
SEPTEMBER 30,      SEPTEMBER 30,          AND NAME OF             SEPTEMBER 30,      SEPTEMBER 30,
    1997                1996                ISSUER                    1997               1996
--------------------------------------------------------------------------------------------------
<S>                 <C>            <C>                              <C>                <C> 
                                   Notes (0.0% and 0.0% of
                                     net assets at September 30,
                                     1997 and 1996, respectively)

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

$    --              $      --       Approved Financial
                                     Corporation                            --                --
                                                                   -----------       -----------
                                                                   $        --      $         --
                                                                   ===========       ===========
</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 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
         September 30, 1997, the Company holds a warrant 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 September 30, 1997 and 1996, the outstanding
         balance was $50,000. The note is in default as of September 30, 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 September 30, 1997 and 1996, the Board of
         Directors has valued the warrants at $0.
<PAGE>   14

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 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
         September 30, 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                 Type of Issue        Value             Value
 September 30,   September 30,              and Name of      September 30,     September 30,
    1997             1996                      Issuer           1997               1996
---------------------------------------------------------------------------------------------
<S>                <C>              <C>                       <C>            <C>     
 907,700           465,900          Money market fund,
                                    Cortland Trust, Inc.      $ 907,700      $    465,900

     --                 --          Checking account
                                     with bank                    6,200               800
                                                              ---------      ------------

                                    Total cash and cash
                                     equivalents (19.7% and
                                     9.3% of net assets at
                                     December 30, 1997 and
                                     1996, respectively)      $ 913,900      $    466,700
                                                              =========      ============

</TABLE>


<PAGE>   15


                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 1997 AND 1996
                                   (UNAUDITED)





6.  FURNITURE AND EQUIPMENT:

         Furniture and equipment are comprised of the following at September 30,
         1997 and 1996:

                                                  1997              1996
                                               ----------       ----------
         Furniture and fixtures                $   1,500        $    1,500
         Computer equipment                       10,900            16,400
                                               ----------       ----------
                                                  12,400            17,900
         Less accumulated depreciation            (2,300)           (2,400)
                                               ----------       ----------
                                               $  10,100        $   15,500
                                               ==========       ==========


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 September 30, 1997 and 1996 are:

         Deferred tax assets:

           Net operating loss                          $  87,000    $  68,600
           Unrealized depreciation of investments         14,100       18,800
                                                       ----------  ----------
                                                         101,100       87,400
           Less valuation allowance                       96,200           --
                                                       ----------  ----------
                                                           4,900       87,400
         Deferred tax liability:
           Depreciation                                    1,600        2,700
                                                       ----------  ----------
         Net deferred tax asset                        $   3,300    $  84,700
                                                       ==========  ==========






<PAGE>   16


                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 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)                              (27,700)      (70,500)
          State (benefit)                                (10,700)      (12,500)
                                                     -----------     ----------
                                                         (38,400)      (83,000)
         Increase in valuation allowance                  38,400            --
                                                     -----------     ---------
         Provision for income taxes
          (benefit)                                  $        --     $ (83,000)
                                                     ===========     ==========

         The provision for income taxes at the Company's effective tax rate
         differed from the provision for income taxes at the statutory rate
         (1997, 15%; 1996, 35%) as follows:

         Computed tax expense (benefit)
          at the expected statutory rate               $ (32,900)    $  (50,200)
         State tax, net of federal effect                (10,300)        (5,100)
         Valuation allowance                              41,500             --
         Other                                             1,700         27,700
                                                     -----------     ----------
                                                       $      --     $  (83,000)
                                                     ===========     ==========

         The Company generated net federal operating losses in the amount of
         approximately $483,900 of which approximately $40,800 has been carried
         back to prior years resulting in a net operating loss carryforward of
         approximately $443,100 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
         $18,000 during the period ended September 30, 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 $67,100 and $63,500 in the nine
         months ended September 30, 1997 and 1996, respectively.
<PAGE>   17

                         THE AMERICAS GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)

8.  RELATED PARTY TRANSACTIONS (CONTINUED):

         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 $74,800 and $71,300 pursuant to this agreement for the nine
         months ended September 30, 1997 and 1996, respectively.

9.  PROFIT SHARING PLAN:

         The Company has an employee profit sharing plan (the Plan) which
         provides for a performance fee equal to twenty percent (20%) of net
         income. As of September 30, 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
         September 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.

<PAGE>   18

                   PART I - FINANCIAL INFORMATION (continued)

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 

RESULTS OF OPERATIONS

Three Months Ended September 30, 1997

         As a result of operations, net assets decreased approximately $86,600
(or approximately 1.9% of net assets) during the quarter ended September 30,
1997. For the comparable period in 1996, net assets decreased approximately
$51,000 during the quarter. The net decrease in net assets resulting from
operations for the quarter ended September 30, 1997 primarily resulted from a
net investment loss of $73,500 and an increase in unrealized depreciation of
investments of $7,700.

         The Company recognized investment income (which consisted entirely of
interest income) of approximately $53,600 for the quarter ended September 30,
1997 as compared to $60,500 for the quarter ended September 30, 1996.  The lower
investment income resulted primarily from lower interest rates.

         Expenses aggregated approximately $127,100 during the quarter ended
September 30, 1997 which included salaries, accounting fees, consulting fees,
legal fees, rent and administrative expenses. Expenses for the quarter ended
September 30, 1996 were approximately $123,300.

Nine Months Ended September 30, 1997

As a result of operations, net assets decreased approximately 219,500 (or
approximately 4.7% of net assets) during the nine months ended September 30,
1997. For the comparable period in 1996, net assets decreased $143,500. The
decrease in net assets resulting from operations for the nine months ended
September 30, 1997 primarily resulted from a net investment loss of $212,700 and
an increase in unrealized depreciation of investments of $21,900 and further
offset by realized gains of 15,100.

The Company recognized investment income of $178,300 (which consisted primarily
of interest income) for the nine months ended September 30, 1997 as compared to
$187,200 for the nine months ended September 30, 1996. The lower investment
income resulted primarily from lower interest rates.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1997, the Company had cash and cash equivalents of
approximately $913,900 and US Treasury Bills of approximately $3,474,800. The
decrease in capital resources for the nine months ended September 30, 1997 was
primarily due to a net investment loss of $212,700 and unrealized depreciation
of $21,900. As of September 30, 1997, the Company had liabilities of
approximately $31,400.


<PAGE>   19




 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 the Company and its board of directors and JW Charles Securities, Inc.
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 owned an aggregate of approximately 10% of the Company's outstanding
shares of common stock. The plaintiffs sought 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 had removed such suit to the United States
District Court, Southern District of Florida, Miami Division. The Company and
the other defendants had filed several motions to dismiss this suit.

On August 26, 1997 the Company settled the lawsuit.  In the settlement
documents, the plaintiffs stated that based upon information received and
investigation made following the filing of their suit there was no evidence to
indicate that the Board's approval of the terms of the never-consummated merger
between the Company and Advanced Electronics Support Products, Inc. was not a
valid exercise of their business judgment as directors. The plaintiffs further
stated that based upon information received and investigation made following the
filing of their suit there was no evidence to indicate that the Board did not
exercise due diligence or that the Board did not possess the good faith belief
that the merger would benefit the Company's stockholders.

As part of the settlement, the plaintiffs acknowledged that they will sell their
155,800 shares of the Company's common stock to persons unaffiliated with any of
the defendants for $3.125 per share. JW Charles Securities, Inc. agreed to pay
$25,000 to the law firm representing the plaintiffs in the litigation. All
parties to the litigation agreed to exchange general releases. The settlement
did not require the Company or its directors to pay any money to the plaintiffs
to settle the litigation.

The settlement of the litigation was subject to federal court approval. However,
the plaintiffs had agreed that they would sell their shares to the buyers
whether or not the court approves the settlement. By selling their shares to the
buyers, the plaintiffs acknowledged that they will no longer have standing to
pursue the litigation, even if the court did not approve the settlement.

On October 9, 1997 the United States District Court for the Southern District of
Florida, Miami Division (the "Court") approved the settlement of the lawsuit
against the Company, its board of directors and JW Charles Securities, Inc. and
dismissed the suit with prejudice. Upon the parties' receipt of a certified copy
of the Court order approving the settlement and dismissing the suit with
prejudice, the law firm representing the plaintiffs in the litigation was paid
$25,000 by JW Charles Securities, Inc.

Item 2.    CHANGES IN SECURITIES.

Not applicable.

Item 3.    DEFAULTS UPON SENIOR SECURITIES.
<PAGE>   20

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.

Not applicable.
 .

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

(a)  Exhibits

Financial Data Schedule (for SEC purposes only)

(b)  Reports on Form 8-K

One report on Form 8-K was filed on October 7, 1997 with the Securities and
Exchange Commission reporting information pursuant to Item 1 of the Form.