SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A
                                  AMENDMENT 1

|X|   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      FOR THE QUARTERLY PERIOD ENDED May 31, 2004

                                       OR

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      from the transition period from ____ to _____

                          Commission File Number 0-9987

                            GLOBUS GROWTH GROUP, INC.
             (Exact name of registrant as specified in its charter)

           New York                                          13-2949462
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

44 West 24th Street, New York, NY                            10010
(Address of principal executive offices)                     (zip code)

                                 (212) 243-1000
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date: 2,499,000 (including 163,243
held in treasury)

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

GLOBUS GROWTH GROUP, INC.

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       May 31,         February 29,
                                                                        2004               2004
                                                                    -----------        ------------
ASSETS                                                              (Unaudited)        (See Note 1)
<S>                                                                 <C>                <C>
Cash                                                                     $5,000
Investments in Securities (Note 3)                                   $2,426,000         $2,811,000
Other Assets                                                            $16,000            $17,000
                                                                    -----------        -----------
TOTAL                                                                $2,447,000         $2,828,000
                                                                    -----------        -----------

LIABILITIES AND STOCKHOLDERS' EQUITY/(CAPITAL DEFICIT)

Liabilities
  Cash overdraft                                                                            $8,000
  Accounts payable and accrued expenses                              $1,620,000         $1,595,000
  Loans payable to officers/shareholders                               $470,000           $466,000
  Demand loan payable to related party                                 $801,000           $753,000
                                                                    -----------        -----------
Total Liabilities                                                    $2,891,000         $2,822,000
                                                                    -----------        -----------

Stockholders' equity/(Capital deficit) (Note 2)
Preferred stock - $.10 par value, Authorized - 450,000 shares
    None Issued
Series B convertible preferred stock - $.10 par value
    Authorized - 50,000 shares, None issued
Common stock - $.01 par value, Authorized - 4,500,000
    shares, Issued 2,499,000 shares                                     $25,000            $25,000
Additional paid in capital                                           $2,747,000         $2,747,000
Accumulated deficit                                                 ($3,175,000)       ($2,725,000)
Treasury Stock, 163,243 shares                                         ($41,000)          ($41,000)
                                                                    -----------        -----------
Total stockholders' (deficiency)/equity                               ($444,000)            $6,000
                                                                    -----------        -----------
TOTAL                                                                $2,447,000         $2,828,000
                                                                    -----------        -----------
</TABLE>

(See Notes to Financial Statements)

<PAGE>

GLOBUS GROWTH GROUP, INC.

STATEMENTS OF OPERATIONS
      (Unaudited)

                                                           Three Months
                                                          Ended May 31,
                                                      2004              2003
                                                  -----------       -----------

Gain (loss) on investments:
   Realized                                           $16,000                $0
   Unrealized                                       ($378,000)               $0
                                                  -----------       -----------
Total                                               ($362,000)               $0
Dividend Income                                            $0                $0
Consulting and other income - related party                $0                $0
                                                  -----------       -----------
TOTAL                                               ($362,000)               $0
                                                  -----------       -----------

Expenses:
   General and administrative                         $78,000           $73,000
   Interest                                           $10,000            $8,000
                                                  -----------       -----------
TOTAL                                                 $88,000           $81,000
                                                  -----------       -----------

Loss from operations before taxes                   ($450,000)         ($81,000)
Benefit/(Provision) for taxes                              $0                $0
                                                  -----------       -----------
Net Loss                                            ($450,000)         ($81,000)
                                                  -----------       -----------

Net Loss per share of common stock -
   Basic and diluted  (Note 2)                         ($0.19)           ($0.03)
Weighted Average Number of shares of
   Stock Outstanding - Basic and diluted
   (Note 2)                                         2,335,757         2,335,757
                                                  -----------       -----------

(See Notes to Financial Statements)

<PAGE>

GLOBUS GROWTH GROUP, INC.

STATEMENTS OF CASH FLOWS
      (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months
                                                                          Ended May 31,
                                                                       2004           2003
                                                                    ---------      ---------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Loss                                                     ($450,000)      ($81,000)
       Adjustments to reconcile net loss to net cash used in
             operating activities:
             Realized (gain) on investments                          ($16,000)            $0
             Unrealized loss on investments                          $378,000             $0
             Increase in accounts payable, accrued expenses and
                 accrued interest on loans                            $36,000        $15,000
             Decrease/(increase) in other assets                       $1,000        ($3,000)
                                                                    ---------      ---------

             Net cash used in operating activities                   ($51,000)      ($69,000)
             -------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of investments                              $23,000             $0
                                                                    ---------      ---------

             Net cash provided by investing activities                $23,000             $0
             -------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       (Decrease) in cash overdraft                                   ($8,000)       ($3,000)
       Increase in loans payable to shareholders                      $41,000        $72,000
                                                                    ---------      ---------

             Net cash provided by financing activities                $33,000        $69,000
             -------------------------------------------------------------------------------

Net increase in cash                                                   $5,000             $0

Cash - beginning of period                                                 $0             $0
                                                                    ---------      ---------

Cash - end of period                                                   $5,000             $0
                                                                    ---------      ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
       Cash paid during the period for:
             Interest                                                      $0             $0
             Income Taxes                                                  $0             $0
</TABLE>

(See Notes to Financial Statements)

<PAGE>

GLOBUS GROWTH GROUP, INC.

Notes to Condensed Financial Statements
(Unaudited)   May 31, 2004

Note 1 - Basis of Condensed Information

      In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting of only normal
recurring accruals, necessary to present fairly the financial position as of May
31, 2004, the results of operations for the three months ended May 31, 2004 and
2003, and statements of cash flows for the three months ended May 31, 2004 and
2003.

      The results of operations for the three months ended May 31, 2004 are not
necessarily indicative of the results to be expected for the full year.

      Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual report filed on Form 10-K for
the year ended February 29, 2004.

      The balance sheet at February 29, 2004 has been derived from the Company's
audited balance sheet included in its Annual Report on Form 10-K.

Note 2 - Earnings Per Share

      Per share data are based on the weighted average number of common shares
outstanding during the period.

Note 3 - Investments

      As of February 29, 2004 and May 31, 2004, investments are carried at fair
value, which, for readily marketable securities, represents the last reported
sales price or bid price on the valuation date. Investments in restricted
securities and securities which are not readily marketable are carried at fair
value as determined in good faith by Management, in the case of interim
financial statements, and by the Board of Directors, in the case of year end
financial statements; in each instance, in the exercise of their respective
judgments, after taking into consideration various indications of value
available to them.

<PAGE>

Note 4 - Subsequent Events

      On June 8, 2004, the Company entered into a share exchange agreement
("Exchange Agreement") with China Biopharmaceuticals Holdings, Inc., a Delaware
corporation (the "China Holdings"), China Biopharmaceuticals Corp., a British
Virgin Islands company ("CBC"), the holding company which shall own a 90%
ownership interest in NanJing Keyuan Pharmaceutical R&D Co., Ltd. ("Keyuan"),
Keyuan, a company established in the People's Republic of China ("China") and
engaged in the drug discovery and manufacturing business in China and Peng Mao
as the sole shareholder of CBC (the "CBC Shareholder"). The closing provided for
by the Exchange Agreement is subject to the Company's due diligence review and
obtaining the necessary approvals for the transactions contemplated therein and
the approval of the majority of the shareholders of the Company. Pursuant to the
terms of the Exchange Agreement, CBC is to become a wholly-owned subsidiary of
China Holdings in consideration for the issuance to the CBC Shareholder of 90%
of the issued and outstanding shares of China Holdings common stock, on a fully
diluted basis. China Holdings shall in turn be issued 100% of the shares of
capital stock of CBC, on a fully diluted basis. Further, the Exchange Agreement
provides that the Company shall merge with and into China Holdings, pursuant to
an agreement and plan of merger, for the purpose of reincorporating the Company
in the State of Delaware (the "Merger"). The Merger is to become effective
immediately prior to the closing of the share exchange. As a result of the
transaction, the Company will issue to CBC Shareholders an amount of shares
equal to 90% of the Company.

On July 9, 2004, the Company filed with the SEC a Preliminary Information
Statement on Schedule 14C describing the transactions contemplated by the
Exchange Agreement and the Merger.

(Continued on next page)

<PAGE>

Note 3 - Investments (Continued)

<TABLE>
<CAPTION>
                                                 May 31,                                   February 29,
                                                  2004                                         2004
                                                  ----                                         ----

                                     No.                                         No.
                                    Shares       Value           Cost           Shares        Value           Cost
                                   -------     ----------     ----------        -------     ----------     ----------
<S>                                <C>         <C>            <C>               <C>         <C>            <C>
Common Stock
ExSAR Corp.*                        33,333     $   13,000     $   13,000         33,333     $   13,000     $   13,000
Genitope Corporation               248,483     $2,238,000     $  623,000        251,283     $2,623,000     $  630,000
                                               ----------     ----------                    ----------     ----------

Total Common Stock                             $2,251,000     $  636,000                    $2,636,000     $  643,000
                                               ----------     ----------                    ----------     ----------

Preferred Stock
ExSAR Corp. Series A Pfd.*         100,000     $  150,000     $  150,000        100,000     $  150,000     $  150,000
ExSAR Corp. Series B Pfd.*          10,000     $   25,000     $   25,000         10,000     $   25,000     $   25,000
                                               ----------     ----------                    ----------     ----------

Total Preferred Stock                          $  175,000     $  175,000                    $  175,000     $  175,000
                                               ----------     ----------                    ----------     ----------

Total Investments                              $2,426,000     $  811,000                    $2,811,000     $  818,000
                                               ----------     ----------                    ----------     ----------
</TABLE>

*     Represent investments in restricted securities and securities which are
      not readily marketable.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

      Prior to fiscal 1987, the Company was engaged in the camera and
photography business. On February 28, 1986, the Company sold its operating
business to an affiliated company and since that date the Company's principal
activity has been the making of investments in other companies.

      At May 31, 2004, the Company had total assets of $2,447,000 compared to
total assets of $2,828,000 at February 29, 2004. Included in total assets were
investments of $2,426,000 at May 31, 2004 and $2,811,000 at February 29, 2004.
The decrease in investments is due to a decrease in the value of the Company's
investment in Genitope Corporation. Shareholders equity/(deficiency) was
($444,000) at May 31, 2004 and $6,000 at February 29, 2004. Operating expenses,
including interest charges, amounted to $78,000 for the three months ended May
31, 2004 and $73,000 for the three months ended May 31, 2003. (Loss) from
operations was $(450,000) for the three-month period ended May 31, 2004 compared
to ($81,000) for the three-month period ended May 31, 2003. Net (loss) per share
was $(0.19) for the three months ended May 31, 2004 compared ($0.03) for the
three months ended May 31, 2003. The weighted average number of shares of Common
Stock outstanding at May 31, 2004 and May 31, 2003 is 2,335,757.

Liquidity, Capital Resources and Other Matters Affecting Financial Condition

      The near term liquidity of the Company, as well as its near term capital
resources position, are presently dependent upon the continued willingness, as
to which there can be no assurance whatsoever, of the members of the Globus
family who have made loans to the Company not to demand full or substantially
full repayment of such loans and to continue to make loans to the Company, if
necessary. Thus, loans payable, including accrued interest, to Mr. Stephen E.
Globus (his individual account) amounted to $219,000 at May 31, 2004, an
increase of $1,000 from $218,000 at February 29, 2004. This increase is due to
an increase in accrued interest of approximately $1,000. Loans payable,
including accrued interest, to Mr. Richard D. Globus (his individual account)
remained the same at $1,000 at May 31, 2004 and February 29, 2004. Loans payable
to Messrs. Stephen E. and Richard D. Globus (a separate joint account),
including accrued interest, amounted to $250,000 at May 31, 2004, an increase of
$2,000 from $248,000 at February 29, 2004. This increase is due to an increase
in accrued interest of approximately $2,000. At May 31,2004, loans payable,
including accrued interest, to another member of the Globus family, Ms. Jane
Globus (the mother of Stephen E. and Richard D. Globus), amounted to
approximately $801,000, an increase of $48,000 from $753,000 at February 29,
2004. This increase was due to an increase of $41,000 in additional loans used
for operating expenses and an increase of $7,000 in accrued interest. At May 31,
2004, unpaid salary owing to Mr. Stephen E. Globus was $791,000, and unpaid
salary owing to Mr. Richard D. Globus and his designee was $760,000; so that at
such date the total of monies owed to Messrs. Stephen E. Globus, Richard D.
Globus and Ms. Jane Globus aggregated approximately $2,822,000.

Samuel T. Globus and Dorothy S. Globus, the adult children of Stephen E. Globus,
own 22,617 and 22,222 shares, respectively, of Genitope Corporation, which was
purchased from Genitope's private offering finalized in June of 2003.

The present liquidity and capital resources position of the Company necessarily
adversely affects the financial condition of the Company and its ability to make
new investments. In such connection it must be noted that: the profitability of
a BDC, like the Company, is largely dependent upon its ability to make
investments and upon increases in the value of its investments; and a BDC is
also subject to a number of risks which are not generally present in an
operating company, and which are discussed generally in Item 1 of the Company's
10K Report for its fiscal year ended February 29, 2004 to which

<PAGE>

Item reference is hereby made. Reference is also made to Item 1 and Item 7 of
such Report and to the Financial Statements and notes contained in such Report
for information concerning the Company's investments and its financial
condition.

On June 8, 2004, the Company entered into a share exchange agreement ("Exchange
Agreement") with China Biopharmaceuticals Holdings, Inc., a Delaware corporation
(the "China Holdings"), China Biopharmaceuticals Corp., a British Virgin Islands
company ("CBC"), the holding company which shall own a 90% ownership interest in
NanJing Keyuan Pharmaceutical R&D co., Ltd. ("Keyuan"), Keyuan, a company
established in the People's Republic of China ("China") and engaged in the drug
discovery and manufacturing business in China and Peng Mao as the sole
shareholder of CBC (the "CBC Shareholder"). The closing provided for by the
Exchange Agreement is subject to the Company's due diligence review and
obtaining the necessary approvals for the transactions contemplated therein.
Pursuant to the terms of the Exchange Agreement, CBC is to become a wholly-owned
subsidiary of China Holdings in consideration for the issuance to the CBC
Shareholder of 90% of the issued and outstanding shares of China Holdings common
stock, on a fully diluted basis. China Holdings shall in turn be issued 100% of
the shares of capital stock of CBC, on a fully diluted basis. Further, the
Exchange Agreement provides that the Company shall merge with and into China
Holdings, pursuant to an agreement and plan of merger, for the purpose of
reincorporating the Company in the State of Delaware (the "Merger"). The Merger
is to become effective immediately prior to the closing of the share exchange.
As a result of the transaction, the Company will issue to CBC Shareholders an
amount of shares equal to 90% of the Company.

On July 9, 2004, the Company filed with the SEC a Preliminary Information
Statement on Schedule 14C describing the transactions contemplated by the
Exchange Agreement and the Merger.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      Not Applicable.

Item 4. Controls and Procedures

            As of July 20, 2004, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and procedures.
Based on that evaluation, the Company's management, including the Chief
Executive Officer and Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were effective as of July 20, 2004. There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to July 20,
2004.

PART II - Other Information

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            See Exhibit 31.1, 31.2, 32.1, 32.2

      (b)   Reports on Form 8-K

            No reports on Form 8-K have been filed during the quarter for which
            this Report is filed.

<PAGE>

                                   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.

Date: July 20, 2004

                                                       GLOBUS GROWTH GROUP, INC.
                                                                    (Registrant)


                                                           /s/ Stephen E. Globus
                                                               STEPHEN E. GLOBUS
                                                          Chairman of the Board,
                                                       (Chief Executive Officer)


                                                            /s/ Lisa M. Vislocky
                                                                LISA M. VISLOCKY
                                                                  Vice President
                                                       (Chief Financial Officer)