SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------


                                  FORM 10-KSBA
(Mark One)


/x/    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1997

/ /    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
       ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________ to _________________

                        Commission file number 33-4844-D
                                               ---------

                     AMERICANA GOLD & DIAMOND HOLDINGS, INC.
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                 (Name of small business issuer in its charter)

           Delaware                                   84-1023321
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(State or other jurisdiction                       (I.R.S. employer 
of incorporation or organization)                  identification no.)

Calle Los Laboratorios, Torre Beta,
Piso 2, Ofic. 208, Los Ruices, Caracas 1071, Venezuela            1071
(Address of principal executive offices)                        (Zip code)

Issuer's  telephone  number,  including area code:  (011)-(582)  238-2332 -
Fax: (011)-(582) 239-8429

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value

         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 /  /.

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSBA or any amendment to this Form 10-KSBA. [ ]

         State issuer's revenues for its most recent year.   $23,903

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the voting stock as
sold,  or the average bid and asked  prices of such stock,  as of March 1, 1998.
(See definition of affiliate in Rule 12b-2 of the Exchange Act). $5,800,781

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

         Indicate the number of shares outstanding of the Issuer's Common Stock,
as of the  latest  practicable  date:  At March 1, 1998,  there was  outstanding
12,692,682 shares of the Issuer's Common Stock, $.001 par value.

<PAGE>
Item 9.                    Directors, Executive Officers, Promoters and
                           Control Persons; Compliance with Section 16(a) of
                           the Exchange Act.

         The following  table sets forth the ages and names of the Directors and
executive officers of the Company.

                                                             Year Elected to the
Name                                 Age                     Board of Directors
----                                 ---                     ------------------

Carlos Hausmann.....................  58                            1993
Henry Bloch.........................  52                            1993
David Zrihen........................  56                            1993
David Bassan........................  40                            1993
Jose Pereira   .....................  61                            1993
Tomaz Klingberg.....................  51                            1993
Alberto Cohen.......................  64                            1993
Clement W. Cohen....................  50                            1996
Gerald L. Sneddon...................  66                            1997

               Carlos Hausmann. Mr. Hausmann has served as the President,  Chief
Executive  Officer and as a Director of the Company since  February 8, 1993. Mr.
Hausmann was President (from 1968 to 1988),  and founder of, Wilson Athletics of
Venezuela,  a leading  supplier of clothing and  licensee for Jockey,  Carter's,
Catalina,  Jantzen  and  Horn  Products.  Mr.  Hausmann  is  President  of Paris
Croissant C.A.,  Sensormatic de Venezuela,  a security company,  and Chairman of
Inversiones  Carev,  S.A.,  a supplier of goods and  services to the  Venezuelan
Armed Forces and he is a Director of numerous other companies.

               Henry  Bloch has served as the Chief  Financial  Officer and as a
Vice  President  and Director of the Company since  February 8, 1993.  Mr. Bloch
attended the  University of Maryland and graduated  from New York  University in
1967 with a  business  degree.  Mr.  Bloch  has been a  financial  advisor  with
Fahnestock & Co., Inc. for at least the past five years.  Mr.  Bloch's  business
experience  includes  President of a uniform factory,  editor and publisher of a
weekly tourism magazine.

               David  Zrihen.  Mr.  Zrihen  has  served  as  a  Vice  President,
Treasurer  and Director of the Company  since  February 8, 1993.  Mr. Zrihen has
significant  business experience in the Import-Export  business and has been the
trade representative for such products as Remington, Pollenex, Teledyne, Clairol
and Vidal Sassoon for more than the past five years.

               David Bassan has served as Vice  President,  Controller  and as a
Director of the Company since February 8, 1993.  Mr. Bassan has been  associated
with several entities for more than

<PAGE>
the past five years as follows:  Mr.  Bassan  currently  serves as a Director of
Group Equipo 18 (a real estate company), Hoteles Karibik C.A. (a hotel operation
company),  Multinvest (a stock  brokerage  company) and Camara  Inmobiliaria  de
Venezuela  (a  non-profit   organization   for  the  promotion  of  real  estate
development).

               Jose  Pereira has served as either Vice  President  of  Strategic
Planning and/or General Manager of the Company, and as a Director since February
8, 1993.  Prior  thereto  Mr.  Pereira  served as a  Brigadier  General  for the
Venezuelan  Air Force for more than the past five  years.  During  his  military
career,  Mr. Pereira held many senior positions of  responsibility  and led many
procurement  programs.  He received a B.S. in  Mechanical  Engineering  from the
University of Denver in Colorado and has an M.S.  Logistic  Management  from the
A.F.I.T of WPAFB, Dayton, Ohio.

               Tomaz J.  Klingberg has served as a Vice President and a Director
of the Company since  February 8, 1993.  Mr.  Klingberg has been an Economist at
the  University  Central de  Venezuela  for more than the past five  years.  Mr.
Klingberg has been a business  consultant since 1980 and he serves as a Director
for various privately held businesses.

               Alberto Cohen has served as a Vice  President and Director of the
Company  since  February  8, 1993.  Mr.  Cohen has been  President  of a textile
manufacturer and also a construction company for more than the past five years.

               Clement W. Cohen has served as Vice President and General Manager
of Leon Cohen C.A., a leading  Department Store in Venezuela since 1972. For the
past five years, Mr. Cohen has also been President of Suministros  Zamora Cohen,
an importer and wholesaler of medical  supplies.  Mr. Cohen is also president of
LECO C.A., a company in the real estate business.

               Gerald L. Sneddon  currently  serves on the Board of Directors of
Francisco  Gold Corp.  and Gold  Standard  Inc. and  currently  has  operational
responsibilities   for  Francisco  Gold  Corp.  Mr.  Sneddon  has  an  extensive
background in the mining  industry.  For more than five years prior to 1996, Mr.
Sneddon was  employed  in various  capacities  at the MK Gold  Company of Boise,
Idaho, most recently as Executive Vice President. Mr. Sneddon received a B.S. in
Engineering  from  Montana  State  University  and  has  been  employed  by such
companies as Kaiser Steel Corporation.


                                       -2-

<PAGE>
Item 10.                   EXECUTIVE COMPENSATION.

Officers Compensation

         No officer of the Company was paid salary and bonus exceeding  $100,000
with respect to the year ended  December 31, 1997.  The total cash  compensation
paid to  officers  of the  Company  in the year  ended,  December  31,  1997 was
$26,400.  Mr. Carlos Hausmann,  the President and Chief Executive Officer of the
Company  (the  "Named  Executive  Officer")  did not  receive  any cash from the
Company in connection with his duties as the principal  executive officer of the
Company.

Directors Compensation

         Directors  of the Company  were  entitled  to receive in the  aggregate
$180,000,  for  services  rendered  during 1997.  No Director has received  such
compensation.

Board of Directors Interlocks and Insider Participation

         The Board of  Directors  has no  compensation  committee.  See "Certain
Relationships and Related  Transactions for transactions between the Company and
its executive officers or directors."

Item 11.    Security Ownership of Certain Beneficial Owners
            and Management.

         The following table sets forth information  concerning ownership of the
Company's Common Stock, as of April 1, 1997, by each person known by the Company
to be the beneficial  owner of more than five percent of the Common Stock,  each
director,  each nominee for Director each  executive  officer as defined in Item
402(a)(3) of Regulation S-KSB and by all directors and executive officers of the
Company as a group.  Unless  otherwise  indicated,  the address for five percent
stockholders,  directors  and  executive  officers  of the  Company is Calle Los
Laboratorios,  Torre Beta,  Piso 2, Ofic.  208,  Urb. Los Ruices,  Caracas 1071,
Venezuela.

Name and Address                            Shares                 Percentage
of Beneficial Owner                  Beneficially Owned(1)          of Class
-------------------                  ---------------------          --------

Carlos Hausmann                          1,050,090(2)                 8.3%

Henry Bloch                                580,836(3)                 4.6%

David Zrihen                               333,236                    2.6%

David Bassan                               200,353                    1.6%


                                       -3-

<PAGE>
Name and Address                            Shares                 Percentage
of Beneficial Owner                  Beneficially Owned(1)          of Class
-------------------                  ---------------------          --------

Jose Pereira                               305,982                    2.4%

Tomaz Klingberg                            338,332(4)                 2.7%

Alberto Cohen                              268,602(5)                 2.1%

Gerald L. Sneddon                                -                     -

Clement W. Cohen                           334,004                    2.8%

All directors and                        3,411,435(2)(3)(4)(5)       26.9%
executive officers as a
group (9 persons)

(1)      Beneficial  ownership is determined in accordance with the rules of the
         Securities  and Exchange  Commission and generally  includes  voting or
         investment  power with  respect to  securities.
(2)      Includes 322,156 shares of Common Stock held by an entity controlled by
         Mr.  Hausmann.  Mr.  Hausmann  disclaims  beneficial  ownership of such
         shares.
(3)      Includes 106,762 shares of Common Stock held by an entity controlled by
         Mr. Bloch. Mr. Bloch disclaims beneficial ownership of such shares.
(4)      Includes 59,094 shares of Common Stock held by an entity  controlled by
         Mr. Klingberg.  Mr. Klingberg  disclaims  beneficial  ownership of such
         shares.
(5)      Includes 95,961 shares of Common Stock held by an entity  controlled by
         Mr. Cohen. Mr. Cohen disclaims beneficial ownership of such shares.


Item 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

              From time to time certain  officers  and  directors of the Company
have purchased Common Stock from the Company in Foreign Private  Placements.  In
1996 and 1997,  no  officer or  director  paid  $60,000 or more for such  Common
Stock.

             In December  1996,  Henry  Bloch,  an officer  and  director of the
Company  received  100,000  shares of Common Stock in  consideration  of certain
consulting services.

                                       -4-

<PAGE>
                                   SIGNATURES

              In  accordance  with Section 13 or 15(d) of the Exchange  Act, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  thereunto  duly  authorized  in the City of  Caracas,  Country  of
Venezuela on the 27th day of April, 1998.

                                   AMERICANA GOLD & DIAMOND HOLDINGS,
                                   INC.


                                   By: /s/ Henry Bloch
                                       ----------------------------------------
                                      Henry Bloch, Chief Financial
                                      Officer and Vice President


                                       -5-