SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A No.1 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 -- For the fiscal year ended February 28, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-9987 GLOBUS GROWTH GROUP, INC. (Exact name of registrant as specified in its charter) New York 13-2949462 (State of incorporation) (I.R.S Employer Identification No.) 44 West 24th Street, New York, NY 10010 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (212) 243-1000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value (Title of Class) 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K (X) The aggregate market value of the voting stock held by non-affiliates as at May 1, 1997 was approximately $65,509 (524,068 shares at $.125 per share). The number of shares of the Registrant's Common Stock outstanding as at May 1, 1997 was 2,364,860 (excluding 134,140 shares held in the Registrant's treasury). Of the outstanding shares, a total of 1,840,792 are deemed to be held by affiliates. The referred to market value was computed by reference to a bid price of $.125 per share contained in the "Pink Sheets" published by the National Quotation Bureau dated May 1, 1997 (there being no published price at which the stock was sold, or any published average bid and asked prices of such stock as of such date). DOCUMENTS INCORPORATED BY REFERENCE - None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBUS GROWTH GROUP, INC. By /s/ Stephen E. Globus --------------------- Stephen E. Globus Chairman of the Board Dated: New York, NY June 5, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dated indicated: Signature Title Date --------- ----- ---- s/Stephen E. Globus Chairman of the Board, - ----------------------- (Principal Executive Officer) June 5, 1997 Stephen E. Globus s/Richard D. Globus President, Director June 5, 1997 - ----------------------- Richard D. Globus s/Lisa Vislocky Treasurer (Principal Financial & - ----------------------- Accounting Officer) June 5, 1997 Lisa Vislocky s/Stanley Wunderlich Director June 5, 1997 - ----------------------- Stanley Wunderlich s/Ronald J. Frank Director June 5, 1997 - ----------------------- Ronald J. Frank s/Joseph Mancuso Director June 5, 1997 - ----------------------- Joseph Mancuso GLOBUS GROWTH GROUP, INC. NOTES TO FINANCIAL STATEMENTS (NOTE B) - Investments: February 28, 1997 February 29, 1996 --------------------------------- --------------------------------- Number Fair Number Fair Security of Shares Value Cost of Shares Value Cost - ------------------------------------------------------------ --------- ---------- ---------- --------- ---------- -------- Common stock - 89.8% in 1997 and 84.3% in 1996: Catamount Brewing Co. (1) ............................... 23,215 $ 569,000 $ 176,000 23,215 $ 176,000 $176,000 Interface Systems Inc. .................................. 775 4,000 7,000 775 12,000 7,000 Nematron Corporation .................................... 16,925 110,000 30,000 16,925 127,000 30,000 Energy Research, Inc. (2) ............................... 76,000 883,000 88,000 81,000 891,000 94,000 Kimeragen, Inc. (3) ..................................... 414 70,000 70,000 Kimeragen, Inc. C1ass A (3) ............................. 108,827 609,000 219,000 55,000 149,000 149,000 Kimeragen, Inc. C1ass B (3) ............................. 35,000 196,000 75,000 Repligen Corporation (4) ................................ 100,468 86,000 190,000 ---------- ---------- ---------- -------- Total common stock ............................... 2,457,000 785,000 1,425,000 526,000 ---------- ---------- ---------- -------- Preferred shares - 10.2% in 1997 and 14.2% in 1996: Kimeragen, Inc. - Preferred (3) ......................... 113 75,000 75,000 Proscure Inc. - Series A convertible preferred (4) ...... 61,000 86,000 86,000 Proscure Inc. - Series B convertible preferred (4) ...... 53,334 80,000 80,000 Catamount Brewing Co. - Preferred ....................... 4,286 150,000 150,000 Genitope Corp. - Series A preferred ..................... 260,000 130,000 130,000 ---------- ---------- ---------- -------- Total preferred stock ............................ 280,000 280,000 241,000 241,000 ---------- ---------- ---------- -------- Stock purchase warrants - 0% in 1997 and 1.5% in 1996: Glycan Pharmaceuticals Inc. (4) ......................... 37,500 17,000 17,000 Proscure Inc. (4) ....................................... 75,000 7,000 7,000 ---------- ---------- ---------- -------- - 0 - - 0 - 24,000 24,000 ---------- ---------- ---------- -------- Total investments - fair value ................... $2,737,000 $1,065,000 $1,690,000 $791,000 ========== ========== ========== ======== Restricted and not readily marketable securities were valued at a total fair value of $1,654,000 and $660,000 at February 28, 1997 and February 29, 1996, respectively, as determined by the Board of Directors. Such investments consisted of all securities except Interface Systems Inc., Nematron Corporation, Energy Research, Inc. and Repligen Corp. in 1997 and in 1996 for which values are based on quoted market values. The Company invests in energy technology, biotechnology, beverage company and computer technology, 33%, 37%, 26% and 4%, respectively, at February 28, 1997 and 53%, 29%, 10% and 8%, respectively, at February 29, 1996. All investments are in U.S. companies. All investments are nonincome producing except Interface Systems Inc. in 1996.